Service Agreement

1. Parties and Effective Date

This Service Agreement (“Agreement”) is entered into between FLNETWORKS, LLC, a Florida limited liability company, and the client who accepts these terms electronically (“Client”). This Agreement becomes effective as of the date and time Client indicates acceptance below (“Effective Date”).

2. Definitions

• •Services — Information technology services provided by FLNETWORKS, LLC, including but not limited to: technical support, network administration, system maintenance, software installation and configuration, cybersecurity assistance, cloud services, mobile and web application development, consulting, and related professional services.
• •Work Product — Deliverables, code, documentation, configurations, or other materials created by FLNETWORKS, LLC in the course of performing the Services.
• •Confidential Information — Non-public business, technical, or financial information disclosed by either party to the other.

3. Scope of Services

The specific scope of Services, deliverables, schedules, and fees for each engagement may be set out in a separate statement of work, proposal, or quote (“SOW”). In the absence of a SOW, FLNETWORKS, LLC will perform such IT services as the parties agree from time to time. Services are provided on an “as is” basis using commercially reasonable skill and care. FLNETWORKS, LLC does not guarantee uninterrupted or error-free operation of Client’s systems or third-party products.

4. Fees and Payment

Client agrees to pay FLNETWORKS, LLC the fees set forth in the applicable SOW or as otherwise agreed in writing. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. FLNETWORKS, LLC may charge interest on past-due amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client is responsible for all applicable taxes (other than FLNETWORKS, LLC’s income taxes). Failure to pay when due may result in suspension of Services and termination of this Agreement.

5. Term and Termination

This Agreement remains in effect until terminated by either party. Either party may terminate for convenience upon thirty (30) days’ prior written notice. Either party may terminate immediately for material breach if the breach is not cured within fifteen (15) days of written notice. Upon termination, Client shall pay for all Services performed and expenses incurred through the termination date. Sections that by their nature should survive (including Limitation of Liability, Confidentiality, and Governing Law) will survive termination.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLNETWORKS, LLC'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO FLNETWORKS, LLC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL FLNETWORKS, LLC BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). Some jurisdictions do not allow limitation of incidental or consequential damages; in such jurisdictions, FLNETWORKS, LLC’s liability is limited to the greatest extent permitted by law.

7. Confidentiality

Each party agrees to hold the other’s Confidential Information in confidence and not to disclose or use it except as necessary to perform under this Agreement or as required by law. Confidential Information shall be protected using at least the same degree of care used to protect the receiving party’s own confidential information, but in no event less than reasonable care. These obligations survive termination of this Agreement.

8. Intellectual Property

Unless otherwise agreed in writing, FLNETWORKS, LLC retains all right, title, and interest in its pre-existing materials, tools, methodologies, and Work Product. Upon full payment of fees for the applicable engagement, FLNETWORKS, LLC grants Client a non-exclusive, perpetual license to use the Work Product delivered under that engagement for Client’s internal business purposes. Client shall not reverse engineer, sublicense, or transfer FLNETWORKS, LLC’s proprietary materials except as expressly permitted herein.

9. Client Responsibilities

Client shall provide timely access to systems, data, and personnel as reasonably required for FLNETWORKS, LLC to perform the Services. Client is responsible for maintaining backups of its data and for the security of its premises and credentials. Client shall not direct FLNETWORKS, LLC to perform any act that would violate any law or third-party rights.

10. Entire Agreement; Amendment

This Agreement, together with any mutually executed SOWs, constitutes the entire agreement between the parties regarding the Services and supersedes all prior discussions and agreements. This Agreement may be amended only by a written instrument signed by both parties. FLNETWORKS, LLC may update its general terms from time to time; continued use of Services after notice of updated terms constitutes acceptance of those terms for future work.

11. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. If a court limits any provision to make it enforceable, that provision shall be enforced to the maximum extent permitted.

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction and venue therein.

13. Notice

Notices under this Agreement shall be in writing and sent to the addresses set forth in the signature block below (or as updated by written notice). Notices may be sent by email with confirmation of receipt, or by certified mail, return receipt requested. Notice to FLNETWORKS, LLC may be sent to info@flnetworks.com.

14. Electronic Acceptance

By entering their name, title, and email and clicking to accept, Client agrees to be bound by this Agreement. Such acceptance constitutes a valid and binding signature and is the legal equivalent of a handwritten signature. A copy of this Agreement, including the acceptance timestamp and, where available, the IP address, will be sent to Client and to FLNETWORKS, LLC for record-keeping.