Cloud Service Master Agreement

Created: April 7, 2020
Last Updated: April 7, 2020
Effective: April 7, 2020

ALL CLIENTS MUST UNDERSTAND AND AGREE TO THE CLOUD SERVICE MASTER AGREEMENT. THE CLOUD SERVICES MASTER AGREEMENT SHALL GOVERN YOUR USE OF THE CLOUD MOSAIC SERVICE. BY PERFORMING ANY ACTION THAT TRANSACTS WITH THE CLOUD MOSAIC SERVICE INCLUDING BUT NOT LIMITED TO CLICKING ANY “I AGREE” MESSAGES OR SIGNING ANY CONTRACT VIA DOCUSIGN SHALL CONSTITUTE AN AGREEMENT TO THE CLOUD SERVICES MASTER AGREEMENT (“CSMA”).

The CSMA is entered into by and between You and NortheBridge Cloud Communications, L.L.C., a division of NortheBridge North America unless otherwise notated in writing by NortheBridge Cloud Communications. You understand that this includes Cloud Mosaic services furnished to You by other Directorates or Entities of the Celestial Atlantis Treaty Organization.

Terms

  • Cloud Base Subscription Delivery Rate – the published base rate of a Cloud Mosaic service inclusive of estimated cloud usage for the subscription tier and exclusive of actual cloud metered usage;
  • Cloud Usage Surcharge – the delivery rate of metered usage of Cloud Mosaic for resources You utilize;
  • Cloud Usage Overages – the delivery rate of metered usage of Cloud Mosaic for resources You utilize beyond the allocation of any Cloud Mosaic Service.

NortheBridge Cloud Communications Responsibilities

  • NortheBridge Cloud Communications agrees to furnish to You services on the Cloud Mosaic platform which are paid for in advance by the Client, subject to the Client’s complete compliance with the Cloud Mosaic Master Service Agreement and any applicable Acceptable Use Policy;
  • We reserve the right, at our sole discretion, to refuse Services to any potential Client and/or deny renewal to any Client of Services with or without reason;
  • Make available the Digital Entitlements required to use Cloud Mosaic so as long as you are in compliance with the CSMA any related terms thereto;
  • Maintain the stability of, access to, and otherwise ensure the availability of the Cloud Mosaic infrastructure in accordance with our Service Level Agreement (“SLA”)

Client Responsibilities:

  • Clients agree that they have read and understood the CSMA and agreed to be governed by the CSMA and any applicable related documentation referenced or implied therein including the Cloud Services Acceptable Use Policy;
  • Clients agree to furnish payment to NortheBridge Cloud Communications on the 1st of every month. Clients agree that any Cloud overages shall be charged immediately and be due on the next published invoice;
  • Clients agree that unless otherwise stated, all prices on Cloud Mosaic including Digital Entitlements are exclusive of the Cloud Usage Surcharge. The Cloud Usage Surcharge is the cost of Your service inclusive of the Cloud Base Subscription Delivery Rate (“CBSD”), plus Your usage beyond the CBSD;
  • Clients agree to furnish payment for the Cloud Usage Surcharge as stated on the next published invoice.

Payments

Charges for Cloud Mosaic Services and Digital Entitlements shall be in accordance with the published rates on our site as amended from time to time and shall be made due in advance of service provisioning. Clients provisioning Cloud Mosaic Services after the 1st of any month will be billed for first and second month’s Cloud Base Subscription Delivery Rate (CBSD). Clients agree that any additional Digital Entitlements purchased after the start of their Service will be due upon receipt and any Cloud Usage Surcharge or Cloud Usage Overages will be due on the 1st of every month.

Clients may render payment through Square via Visa, Mastercard, Discover Card, JCB, or American Express Credit or Debit Cards. Clients may also use PayPal and Stripe for remitting payments via credit card or debit card. NET30 Invoice Payments are available to Clients meeting specific criteria. Please contact Cloud Mosaic Financial Services to see if you qualify.

Credit and debit card payments are accepted through the MyMosaic Client Portal, NortheBridge Emporium, or via phone through Cloud Mosaic Financial Services.

NET30 Invoice Payments may be remitted via ACH or Wire Transfer. Information to render a NET30 Invoice Payment is available in the MyMosaic Client Portal. NET30 Invoice Payments are processed through JPMorgan Chase Bank, National Association. 

Refunds & Credits

Products and Services on Cloud Mosaic which have been provisioned are non-refundable including any Product or Service which explicitly states that it is non-refundable. You are entitled to a refund, exclusive of any processing fees, only if Your Service has not been provisioned yet and reached the “Active” state in the MyMosaic Client Portal.

We provide Account Credits, valid for any Cloud Mosaic Product or Service provisioned or ordered in accordance with the Service Level Agreement in the event of an unplanned downtime event as well as for billing errors and promotional purposes. Account Credits are non-transferrable and are surrendered in the event of a violation of the CSMA or any documentation thereof which results in termination of an account.

7-Day Money Back Guarantee

NortheBridge provides a 7-day Money Back Guarantee on orders for Mosaic One services fo the following service tiers: Nano, Extra Small, and Small. All other services do not include this money back guarantee.

Violations of any Cloud Mosaic agreement will void this guarantee.

Disputes & Chargebacks

We take billing accuracy very seriously. In the event of an error on your invoice, please contact us to have the error resolved. In the event you file a dispute or chargeback with your bank or card issuer, we will immediately suspend Your access to the Cloud Mosaic including all Products and Services. A $275 USD administrative fee will be applied to Your account. In addition to the CBSD, Cloud Usage Surcharge, and any Cloud Usage Overage you may owe, You will be required to pay the administrative fee within 72 hours or Your account will be unrecoverably terminated. Debts outstanding will be sold to a collections agency and another $275 USD administrative fee will be applied.

Account Migration Service

The Cloud Mosaic Account Migration Service requires you to select a Service with either cPanel or Plesk. Utilization of the Account Migration Service also requires that your hosting account at your previous provider be running on cPanel or Plesk. In certain situations, the previous provider must also support SSH access. If Account Migration Service requirements aren’t met or the Service cannot be performed, You will be credited if it wasn’t one of our free migration offerings.

By using the Cloud Mosaic Account Migration Service You understand and agree that the provisioning of Your Cloud Mosaic Service may have an abnormally long wait time to complete provisioning.

Account Security

Utilizing Cloud Mosaic constitutes and acceptance to any actions which may occur on Your account whether authorized or unauthorized, is the responsibility of the Client. The Cloud Mosaic platform utilizes a number of security measures to ensure the safety and security of a Client’s account but the Client must enable these security measures through the MyMosaic Portal (“Client Portal”). NortheBridge will provide notice whether by email, phone, or postal on security policy updates that affect a subset or all Clients globally.

Backups

You understand that Cloud Mosaic AI automation controls backup of Client data and is an optional feature. Clients utilizing Mosaic One may pay a fee to be included in the Backup Catalog. UI for Cloud Mosaic Clients are unable to utilize the Backup Catalog.

In addition to the Backup Catalog, Clients understand and acknowledge that they should maintain their own backups and that the Backup Catalog is not a replacement for having Your own backups.

Managed Cloud Service

The Cloud Mosaic is a Managed Cloud Service. We monitor, maintain, update, configure, troubleshoot, and otherwise perform upkeep on the underlying hardware and software required for Cloud Mosaic. Mosaic One and UI for Cloud Mosaic Clients will benefit from semi-managed services on the Mosaic Cloud. Direct Environment Cloud Instance Management (“DECIM”) is an opt-in service from Cloud Mosaic Support and requires You to contact Cloud Mosaic Support to have it applied to your Mosaic One instance. 

We are not a Fully Managed service provider and do not configure, provide support to, or in any way interact with Your site on a management level. We will not be able to assist You with Your site or the configuration of Your Cloud Mosaic service beyond the scope provided hereto.

Limitations of Liability

NortheBridge Cloud Communications shall not be responsible for damages whether consequential or inconsequential arising from the use of Cloud Mosaic. We cannot be held liable for data loss or downtime or any predicted damages including but not limited to profits which a Client may have gained if the Cloud Mosaic service was functioning. NortheBridge Cloud Communications reserves the right to suspend, terminate, or refuse access to Cloud Mosaic at any time with or without notice for any reason. You understand that to the furthest extent permissible by law, NortheBridge Cloud Communications disclaims any and all liability in relation to Cloud Mosaic including but not limited to actions taken by Clients or fitness of Cloud Mosaic for a particular purpose whether expressed or implied.

Violations

Failure to follow the terms set forth by the Cloud Service Master Agreement and any related agreements thereof in relation to your NortheBridge Cloud Communications products and services will result in the suspension of the account. Failure to become in compliance within seven (7) days will result in termination.

For abuse complaints, please visit https://support.northebridge.com/ to contact the Cloud Mosaic Abuse & Compliance team. It may take 7-10 business days for a response while we determine the validity of the claim and forward the claim to the appropriate account for resolution.

Service Level Agreement Statement

NortheBridge Cloud Communications guarantees 99.9% uptime for Cloud Mosaic. Restrictions apply. The Cloud Mosaic is monitored by the Cloud Mosaic AI 24/7. For valid SLA requests, the disruption must register on the Cloud Mosaic Oracle at https://oracle.northebridge.com. 

If Cloud Mosaic Oracle detects that the uptime does not match this Service Level Agreement, the Client will have three (3) days to file an SLA Claim at https://support.northebridge.com. 

The following additional restrictions apply to this Service Level Agreement Statement:

  • Scheduled Maintenance
  • Financial Services Incidents
  • Abuse Incidents
  • Acts of God
  • War or Political Disruption including Civil Unrest
  • Client-side issues
  • Cloud Mosaic Oracle issues

In the event that We cannot meet Our SLA Statement, the following recourses are available:

  • 20% Account Credit at 99.8% availability or lower
  • 40% Account Credit at 99.5% availability or lower

Failing to file for an SLA Statement Claim after 72 hours is a forfeiture of any account credit unless otherwise provided in writing by NortheBridge Cloud Communications.

Survivability

In the event that segments of the Cloud Service Master Agreement are deemed unenforceable by a court of law, all other provisions shall survive and remain in full force as permitted by law.

Governing Law

This Cloud Service Master Agreement and any related documents attached thereto shall be governed by the laws of the State of California. ATTENTION UNITED STATES RESIDENTS. THIS PROVISION EFFECTS YOUR RIGHTS TO LEGAL RECOURSE. BOTH THE CLIENT AND NORTHEBRIDGE CLOUD COMMUNICATIONS AGREE TO SETTLE ALL DISPUTES AND RELATED MATTERS THERETO THROUGH ARBITRATION.