Last Updated: 02/05/2024

This Service Level Agreement (this “Agreement” or SLA) is between Flagstaff Tech Net LLC (“FTN”), a Limited Liability Corporation headquartered in Flagstaff, Arizona, and the person or entity listed on the Order or Agreement Forms linked to these terms (“Customer”).

FTN andthe  Customer agree as follows:

Definitions. This section contains the definitions for terms used frequently in this SLA. Capitalized words used in this Agreement, including the preamble, have the meanings that follow, not the plain English meaning. Customers should refer to this section for the meanings of capitalized words encountered while reading this Agreement.

1.1. “Agreement” means this SLA  together with the applicable Order Form between FTN and the Customer.

1.2. “Customer Data” means data, information, and materials that are uploaded by or on behalf of Customer or that are accessed by FTN in connection with the Customer’s use of the Subscription or Service.

1.3. “Effective Date” means the date on which FTN accepts the applicable Order Form that incorporates this Agreement.

1.4. “Fees” means the amount the Customer must pay to FTN for each Service Subscription Agreement as listed in the Order Form. 

1.5. “Order Form“ means an electronic or physical ordering document, web form, or any other structured information describing the Customer’s purchase of Services from FTN. (For example, a document listing the Services, terms, pricing, and quantity of Services purchased.)

1.6. “Service” means one or more of the FTN platform, FTN Website, and FTN Content as listed in the Order Form.

1.7. “Subscription” means access to a Service in exchange for the Fees. or Service Agreement.

1.8. “Subscription Term” means the duration of the Subscription or Service listed in the Order Form.

1.9. “FTN Content” means, without limitation, information, whether electronic, written, or verbal, teleseminars, marketing strategies, sales scripts, marketing templates, membership portals, illustrations, examples, and other services, and ALL MATERIALS posted to any FTN Website.

1.10. “FTN Website” means any website or any subdomain thereof owned, operated, controlled, or populated by FTN.

Order Acceptance and Cancellation. When Customer accepts an Order Form, whether unassisted through a FTN Website, with the assistance of an FTN representative via telephone or electronic messages (including email, text, or chat), in person, or otherwise, The Customer submits to FTN an offer to buy the Services listed in the Order Form under the terms and conditions of this MSA. FTN must accept the Order Form before FTN is obligated to sell the Services to the Customer. FTN may choose not to accept an Order Form at its sole discretion, even after FTN sends Customer a confirmation email with an order number and details of the Services ordered or makes the Services available to Customer.

Term and Termination.

3.1. Term. The term of this Agreement begins on the Effective Date and ends on the latter of termination of this Agreement or the natural expiration of Customer’s last remaining Subscription or Service Term unless stipulated differently in the Customer’s contract. The Customer may not cancel or receive a refund for Subscriptions and Services. A new contract will begin automatically after the last day of each Subscription Term for the same length of time as the original subscription unless the Customer gives FTN notice of its intention not to renew. FTN must receive notice not to renew no later than thirty days before the end of the Subscription Term for the Subscription not to be renewed.

3.2. Termination for Cause. FTN may terminate this Agreement or any Order Form:

3.2.1. immediately without notice for any Customer breach of Sections 4, 6, or 7; or

3.2.2. thirty calendar days after Customer receives notice of a breach of this Agreement and fails to completely cure any breach detailed in the notice to FTN’s satisfaction.

3.3. Suspension/Termination. FTN may suspend or terminate any Service and Customer’s use of the Subscription in FTN’s reasonable discretion.  Examples of such grounds include:

3.3.1. Customer’s breach of any term of this Agreement, including without limitation failing to pay the Fees when due; or

3.3.2. If continued provision or use of Services poses a risk, disruption, or damage to FTN, Customer, other customers, or the public at large.

3.4. Effect of Termination. Upon any termination of this Agreement or a Subscription:

3.4.1. Customer’s license to access and use the FTN Content exclusive to their membership is automatically terminated;

3.4.2. Customer shall immediately delete from its systems and servers all FTN Content exclusive to their acceptance of service from FTN;

3.4.3. Upon FTN’s written request, Customer shall promptly provide FTN with written documentation of such deletion;

3.4.4. Customer shall promptly pay all unpaid Fees.

Intellectual Property.

4.1. Copyright. FTN is the author of all past, present, and future FTN Content, including but not limited to text, graphics, logos, icons, images, video clips, audio clips, digital downloads, data compilations, and software. FTN Content is the property of FTN.

4.2. Trademarks. Graphics, logos, page headers, icons, scripts, and service names included in or made available through any Service, FTN Content, or FTN Website are trademarks or trade dress of FTN. The customer shall not use FTN’s trademarks or trade dress without FTN’s express written permission. All other trademarks not owned by FTN are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by FTN.

4.3. FTN Content License. FTN grants to Customer a non-exclusive, non-transferable, and non-sublicensable license, during the Subscription Term, to reproduce, perform, display, transmit, and distribute FTN Content solely for marketing and promoting Customer’s business.

4.4. FTN Content License Restrictions. The license granted in Section 4.3 is subject to the following restrictions:

4.4.1. Customer shall not include FTN Content on any Customer website other than as expressly permitted herein and following all terms and conditions of this Agreement.

4.4.2. Customer shall not make the FTN Content available, or otherwise use the FTN Content, except as expressly licensed under Section 4.3.

4.4.3. Customer shall not permit framing, in-line linking, appearing in a new window, or otherwise of FTN Content.

4.4.4. Customer shall not edit, alter, modify, combine with other content, or create any derivative works of the FTN Content other than following FTN’s instructions.

4.4.5. All other uses of the FTN Content that do not comply fully with the provisions of this Section are beyond the scope of the license granted to Customer. Any violation of this Section by the Customer is a material breach of this Agreement that is incapable of cure.

4.5. Customer Data. Customer grants to FTN a non-exclusive, revocable, worldwide license to use, process, and possess Customer data to provide the Service or Subscription as more fully outlined in this Agreement, and terminating upon termination or expiration of the Agreement.

FTN OBLIGATIONS

5.1. During the Subscription or Service Term, FTN shall provide:

5.1.1. access to the Subscription or Service; and

5.1.2. the license described in Section 4.3;

CUSTOMER OBLIGATIONS

6.1. Customer shall:

6.1.1. Pay the Fees when due;

6.1.2. display with FTN Content the appropriate copyright and trademark notices or any other source attribution where required by FTN;

6.1.3. not alter, remove, or obstruct any such notices or attribution included with any FTN Content as delivered by FTN except for use in white-label communications to customers clients, and prospects.

6.1.4. Provide the license to the Customer Data; and

6.1.5. not use any Service without a valid Subscription or payment of Fees.

REPRESENTATIONS AND WARRANTIES

7.1. Customer represents and warrants that Customer:

7.1.1. will not (nor by action or inaction will it allow or enable any third party to) copy, publish, modify, transmit, share, lease, rent, sell, or participate in the sale of FTN Content or Services, in whole or in part;

7.1.2. has the rights required to grant FTN the license to use, process, and possess Customer Data;

7.1.3. will not (a) solicit and/or market to clients and customers of FTN identified on the Site or who participate or post in any online forum or page on the Site; (b) disparage FTN or its clients or customers on this Site or any website owned or controlled by FTN; (c) transmit unsolicited messages, chain letters or unsolicited commercial email; (d) transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (e) transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (f) transmit viruses, Trojan horses, or any other malicious code or program; (g) engage in systematic retrieval of data or other content from this website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from FTN by use of scrapers or other tools; or (h) engage in any other activity deemed by FTN to be in conflict with the spirit or intent of this Agreement;

7.1.4. is solely responsible for providing, maintaining, and ensuring compatibility with the FTN Website, Subscription, Services, all hardware, software, electrical, and other physical requirements for the Customer use of the FTN Website, Subscription, and Services, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs, and services required to access the FTN Website, Subscription, and Services;

7.1.5. will maintain confidentiality of its account, membership, and password;

7.1.6. will restrict access to and secure, with no less than commercially reasonable security standards (e.g., NIST, ISO 27001), computers and FTN Content;

7.1.7. accepts responsibility for all activities that occur under its account, membership, or password, including payment of Fees incurred whether authorized or not; and

7.1.8. will use Services only as permitted by law.

7.2. ALL INFORMATION, WEBSITES, SERVICES, PRODUCTS, OR OTHER ITEMS PRESENTED TO THE CUSTOMER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTY EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TECHNOLOGY MARKETING TOOLKIT, INC. DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. FLAGSTAFF TECH NET LLC DOES NOT WARRANT OR GUARANTEE THE RESULTS, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE PRODUCTS, INFORMATION BOTH WRITTEN AND VERBAL, MATERIALS, AND SERVICES PROVIDED TO THE CUSTOMER ON THIS WEBSITE OR IN ANY OTHER TECHNOLOGY MARKETING TOOLKIT, INC. PRODUCT OR SERVICE. WE ALSO DO NOT WARRANT OR GUARANTEE THE ACCURACY, CORRECTNESS, OR RELIABILITY OF ALL INFORMATION, WRITTEN, VERBAL, OR OTHERWISE. THE ENTIRE RISK AS RELATED TO THE USE, RESULTS AND PERFORMANCE OF THE PRODUCTS, SERVICES, AND INFORMATION PROVIDED IS ASSUMED BY CUSTOMER, THE USER, AND THEREFORE CUSTOMER IS RESPONSIBLE FOR ANY COST OF SERVICING, REPAIR, CORRECTION, OR LIABILITY AS A RESULT OF USING THE PRODUCTS, SERVICES, AND INFORMATION PROVIDED BY FTN ON THIS WEBSITE OR IN ANY OTHER PRODUCT OR SERVICE OFFERED BY FTN. FTN OWES NO DUTIES TO THE CUSTOMER OTHER THAN THOSE ARISING OUT OF THIS CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES.

LIMITATION OF LIABILITY

8.1. THE LIMITATIONS DESCRIBED IN THIS SECTION ARE MATERIAL TO THIS AGREEMENT AND ARE AN ESSENTIAL PART OF THE CALCULATION OF THE FEES. MODIFICATIONS OF THIS SECTION SIGNIFICANTLY ALTER FTN’S BARGAINED-FOR CONSIDERATION. FTN WOULD NOT PROVIDE CUSTOMERS WITH SUBSCRIPTIONS AND SERVICES UNLESS IT COULD RELY ON THE LIMITATIONS IN THIS SECTION.

8.2. UNDER NO CIRCUMSTANCES WILL FTN BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THESE TERMS AND CONDITIONS, THE FTN WEBSITE, ANY FTN SERVICE, ANY LINKED SITE OR THE INTERNET GENERALLY, INCLUDING BUT NOT LIMITED TO, CUSTOMER’S USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE FTN WEBSITE OR ANY LINKED SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE FTN WEBSITE OR ANY LINKED SITE, WHETHER SUCH LIABILITY IS ASSERTED BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF FTN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY EXCLUSIVE REMEDY FAILURE OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE UNAVAILABLE.

8.3. IN NO EVENT WILL FTN’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY DIRECT DAMAGES, WHETHER SUCH LIABILITY IS ASSERTED BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE SUM OF THE FEES CUSTOMER ACTUALLY PAID TO FTN FOR THE APPLICABLE SUBSCRIPTION DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE ASSERTION.

8.4. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO THE CUSTOMER, AND THE CUSTOMER MIGHT HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

9.1. Customer shall indemnify, defend, and hold FTN, its subsidiaries, affiliates, directors, officers, shareholders, agents, and employees (“FTN Indemnitees”), harmless from and against any loss, damage, liability, cost, or expense, of any kind, including attorneys’ and experts’ fees, in connection with a third party claim, demand, proceeding, or otherwise, arising out of or related to Customer’s use of any FTN Website, or Service, or any violation by Customer or any of Customer’s agents, employees, independent contractors, authorized or unauthorized users accessing Customer’s accounts, subscriptions, memberships, or passwords, of this Agreement or the terms and conditions specific to Customer’s purchase of any Subscription or Service or Customer Data.

MISCELLANEOUS

10.1. Electronic Communications. When Customer uses FTN Services or sends e-mails, text messages, and other communications from a Customer desktop or mobile device to FTN, Customer is communicating with FTN electronically. Customer consents to receiving communications from FTN electronically, such as e-mails, texts, mobile push notices, or other messages. All agreements, notices, disclosures, and other communications that FTN provides to Customer electronically satisfy any legal requirement that such communications be in writing.

10.2. FTN is not responsible for any third-party content that may be accessed through its website, and reference to third-party information, products, or services at this or any linked site does not constitute an express or implied warranty or endorsement by FTN When Customer link to another site from this website, Customer leave this website and server controlled by FTN and enter into the jurisdiction of the linked site under the control of a third party for which FTN has neither responsibility nor control.

10.3. Governing Law. This Agreement is governed under the laws of the State of Arizona. Under no circumstances will the laws of any other state be applied, even where such a result would be implicated by conflict of law principles. Customer hereby irrevocably consents to the personal and exclusive jurisdiction and venue of the federal and state courts located in and presiding over Coconino County Arizona regarding all disputes relating to this Agreement or Customer’s use of the Services.

10.4. Costs and Attorneys’ Fees. If FTN prevails in any action in law or equity in enforcing or concerning the parties’ rights and obligations under this Agreement, FTN will be entitled to reasonable fees of attorneys, accountants, experts, and other professionals, and costs and expenses in addition to any other relief to which it may be entitled. In addition to the Fees, the Customer shall pay FTN any collection costs and expenses incurred to collect the Fees.

10.5. FTN may modify, amend, update, and change this Agreement from time to time. FTN will give customer notice of any material changes to the Services Level Agreement.

10.6. Customer Posts. The Customer may submit reviews, comments, photos, videos, and other content and communications; and may submit suggestions, ideas, comments, questions, or other information, so long as the content does not violate the prohibited uses described above, is not illegal, obscene, pornographic, threatening, defamatory, invasive of privacy, infringing on intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. Customers may not use false email addresses, impersonate any person or entity, or otherwise mislead as to the origin of the content. FTN reserves the right (but does not have the obligation) to remove or edit such content. If Customer does post or submit material or content, unless FTN indicates otherwise, Customer grants FTN a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, profit from, and display such content throughout the world in any media. Customer grants FTN and sublicensees the right to use the name that Customer submits in connection with such content if it chooses. Customer further represents and warrants that Customer owns or otherwise controls all of the rights to the content that Customer posts; that the content is accurate; that use of the content Customer supplies does not violate this Agreement and will not cause injury to any person or entity; and that Customer will indemnify FTN Indemnities according to the indemnification provision contained herein for all claims resulting from the content Customer supplies. FTN has the right but not the obligation to monitor and edit or remove any activity or content. FTN takes no responsibility and assumes no liability for any content posted by the Customer or any third party.

10.7. Entire Agreement. This Agreement together with the Order Form constitutes the entire agreement and understanding between Customer and FTN regarding the matters set forth herein. The terms of this Agreement supersede all previous terms and conditions, including those incorporated into existing Order Forms, between Customer and FTN regarding the subject matter hereof, whether written or oral. For clarity, the terms of existing Order Forms (e.g., description of Fees, Subscription Term, and Services) are not superseded unless that intent is expressly stated in the Order Form Only the terms and conditions incorporated in existing Order Forms are superseded by this Agreement. No agreement or other understanding purporting to modify (other than under §10.5) this Agreement is binding upon FTN unless otherwise agreed to by FTN in writing.

10.8. No Waiver. The failure of FTN to exercise or enforce any right or provision of this Agreement is not a waiver of such right or provision. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction is ineffective only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof; and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

The Customer expresses its intent to be bound by the terms and conditions of this MSA by clicking the “I Agree” button on the Order Form.

*****

Any questions concerning this Agreement should be directed to:

Bob Pauls, CEO
Flagstaff Tech Net LLC
3801 N Steves Blvd
Flagstaff, AZ 86004