Last updated: February 8, 2023
In addition, please be advised that these TOS contain provisions that govern how disputes between us are resolved, including arbitration, a jury trial waiver and a class action waiver.
The Sites were created to share information about our company, our products, and our services. The Sites also contain a link to log in to our Fluid MSP billing portal (the “Billing Portal”), where you can make a payment if you are a customer of Fluid MSP. Please note that the Billing Portal is provided by ConnectBooster, a third-party, and is subject to ConnectBooster’s terms of service (available at https://www.connectbooster.com/terms-of-service).
A. You agree that you will not use the Sites for illegal or prohibited purposes. Specifically, as one of the conditions of your use of the Sites, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Sites in any manner that is prohibited by these TOS, or which is illegal or prohibited by applicable law.
B. You agree that you will comply with laws in your jurisdiction. Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable data. Specifically, you agree to comply with all applicable laws of your jurisdiction regarding the transmission of technical data and personally identifiable information.
C. You warrant that you are over the age of 18 and capable of giving legal consent. The Sites are not for, or meant to be accessed by, minors. You must be at least the age of 18 to use the Sites. You represent and warrant that you are over the age of 18 and you have the full right, power and authority to enter into these TOS and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into these TOS.
D. You agree that you will only use the contact methods provided in the “Contact” tab for communicating with us about our products and services. You specifically acknowledge and agree that any communications sent to us through the methods listed under the “Contact” tab of the Sites (https://www.fluidmsp.com/contact) and/or the “Support” tab of the Sites (https://www.fluidmsp.com/support) will be appropriate and reasonably related to either our products and services, or (if you are our customer) services you have obtained from us. You also agree that all communications sent to us will be respectful of others and otherwise abide by the terms of these TOS.
E. You agree that you have not been previously prohibited from using the Sites. If you have been banned, suspended, or prohibited from using the Sites in the past, or if you have been banned from using any of our other products and services, you may not use the Sites, even if such use is under a different account, name, or username.
F. You specifically agree that you WILL NOT do any of the following:
A. You are Responsible for Your Content. You are responsible for information, text, graphics, photographs, or other material (“Content”) that you provide to us or our affiliates.
B. Representations and Warranties. By providing Content to us or on or through the Sites, you represent and warrant that the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these TOS, and (ii) your Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
C. Your Rights in Your Content. You retain any rights you have to the Content, and you are solely responsible for protecting those rights. However, by providing us with the Content directly or on or through the Sites, you grant us the right and license to use the Content in connection with our business and/or any services you have requested from us. No compensation will be paid with respect to our use of your Content.
D. Removal of Content. Fluid MSP is under no obligation to post or use your Content that you may provide, and Fluid MSP may remove any Content from the Sites in its sole discretion. We reserve the right to terminate the account of anyone found to be violating these TOS (including users who submit inappropriate Content to us).
E. Fluid MSP’s Disclaimers in Regard to user Content. Fluid MSP does not own or control the Content of users of the Sites or its services. Fluid MSP specifically disclaims any liability with regard to your Content and the Content of other users. Please also note that the views of other users of the Sites do not necessarily reflect those of Fluid MSP.
F. Limitations on Content. Materials and Content downloaded and uploaded through the Sites may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download any Content or other materials.
We respect the intellectual property rights of others. It is our policy to respond to any claim that content on the Sites infringes on the copyright or other intellectual property rights of any person or entity.
DMCA Compliance & Notice. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent listed below with the following information in writing (see 17 U.S.C 512(c)(3) for further detail). To expedite our ability to process your request, please use the following format:
DMCA Counter Notice. If you disagree that your Content is an infringement of another’s work, you may elect to send us a counter notice. To be effective, your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements) To expedite our ability to process your request, please use the following format:
Please note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these TOS. These TOS are not legal advice, and we are not attorneys or copyright experts. Please consult with your legal representative if you believe your rights are being infringed, or if you wish to respond to an infringement notice. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.
You can contact our Copyright Agent via email at email@example.com, or via mail at 27 W Anapamu St., Suite 142, Santa Barbara, CA, 93101.
Third-parties (i.e., not Fluid MSP) may have their own DMCA procedures. If you believe a user on a third-party site is infringing on your propriety work, please use that third-party’s DMCA complaint procedure.
All content owned by Fluid MSP, including but not limited to the overall look and feel of Fluid MSP, all copyrights, patents, trademarks, trade secrets and other intellectual property rights related to Fluid MSP, and all content, materials, information and data contained within Fluid MSP (except for your Content) are, and shall remain, the sole and exclusive property of Fluid MSP (the “Fluid MSP IP”).
We grant you a revocable, non-exclusive, non-transferable, limited license to use the Sites and the Fluid MSP IP solely to visit the Sites to learn about our products and services, contact us, or to access the Billing Portal. This license and your right to use the Sites and the Fluid MSP IP immediately terminates upon the termination of these TOS, which we may terminate at any time, for any reason. To be clear, upon termination of these TOS, you shall immediately cease all use of the Fluid MSP IP.
Any rights not expressly granted herein are reserved by Fluid MSP.
The Sites may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (collectively, the “Third-Party Services”). Fluid MSP’s inclusion of third-party links, content or services does not imply that Fluid MSP endorses such third-parties.
You acknowledge and agree that Fluid MSP does not control the third-party sites, links, or content. You further agree that Fluid MSP shall not be directly or indirectly responsible or liable for any damage or loss caused, or alleged to be caused, by any Third-Party Services, including the Third-Party Services’ accuracy, completeness, timeliness, validity, copyright compliance, use of your personal information or Content, legality, decency, quality or any other aspect thereof. Fluid MSP does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third-parties’ terms and conditions. Fluid MSP strongly recommends that you review Third-Party Services’ terms and conditions and applicable privacy policies.
Any feedback, comments, ideas, improvements, or suggestions (collectively, “Suggestions”) provided by you to Fluid MSP with respect to the Sites shall remain the sole and exclusive property of Fluid MSP. Fluid MSP shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
Fluid MSP reserves the right to temporarily or permanently modify, suspend, or discontinue the Sites, the content, materials, data and/or information found within the Sites (including the Billing Portal), or any service to which it connects, with or without notice, and without liability to you. Fluid MSP may also terminate, suspend or cancel your access to the Sites and/or the Billing Portal if you violate the terms of these TOS.
Fluid MSP may also provide enhancements or improvements to the features/functionality of the Sites and/or Billing Portal, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Sites and/or the Billing Portal. You agree that Fluid MSP has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Sites and/or Billing Portal to you. You further agree that all Updates will be (i) deemed to constitute an integral part of the Sites, and (ii) subject to the terms and conditions of these TOS.
Fluid MSP reserves the right to terminate your access to any or all of the Sites, at any time, without notice, for any reason whatsoever. Fluid MSP also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Fluid MSP’s sole discretion.
You agree to indemnify and hold Fluid MSP and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Sites; (b) violation of these TOS or any law or regulation; (c) use of the Third-Party Services; (d) the Content; (e) violation of any right of a third-party, including but not limited to the infringement of another’s intellectual property rights.
The Sites are provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Fluid MSP, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Sites, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Fluid MSP provides no warranty or undertaking, and makes no representation of any kind that the Sites and/or the Billing Portal will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, Fluid MSP does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Sites, the Billing Portal, the Third-Party Services, or the information, content, and materials or products included thereon; (ii) that the Sites, Billing Portal, and the Third-Party Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information, materials, or content provided on or through the Sites, Billing Portal, and the Third-Party Services; or (iv) that the Sites, Billing Portal and Third-Party Services, the corresponding servers, the content, or e-mails sent from or on behalf of Fluid MSP are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
To the maximum extent permitted by applicable law, in no event shall Fluid MSP be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data/Content or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Sites, Billing Portal, the Third-Party Services, third-party software and/or third-party hardware used with the Sites, any conduct of any user of the Sites, any information, materials, or content obtained from or through the Sites, unauthorized access, use or alteration of your transmissions or content, or otherwise in connection with any provision of these TOS), even if Fluid MSP has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. If this exclusion or limitation of liability is held inappropriate or unenforceable for any reason, our maximum liability for any type of damages shall not exceed $100.
All claims against Fluid MSP must be brought within one year of discovery or shall be forever barred.
If any provision of these TOS is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these TOS shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
Fluid MSP reserves the right, at its sole discretion, to modify or replace these TOS at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. We will post the notice of the changes on the homepage of our Sites, for seven days after making the changes. By continuing to access or use the Sites after any revisions become effective, you agree to be bound by the revised terms.
You acknowledge and agree that if you provide us with your email address, you grant consent for us to send you notices related to the Sites, including any notices required by law, in lieu of communication by postal mail. Therefore, you shall make sure the email address is current and accurate. If you do not want to receive legal notices through email messages, and prefer to receive legal notices by mail, please contact us and let us know.
Arbitration. Please read this Section carefully. It is part of your agreement with us, and it affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION.
You agree that any dispute related to these TOS, your use of the Sites, or any dispute related to your relationship with Fluid MSP or our affiliates, directors, officers, agents, shareholders, members, subsidiaries, parents, shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), located in San Diego, California. The AAA Rules of Arbitration shall govern all aspects of the arbitration you bring, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Arbitration Agreement. The AAA Rules of Arbitration are available on the AAA’s website, https://www.adr.org/rules. The arbitration shall be conducted by a single arbitrator, with the prevailing party to pay all costs and attorney fees. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Jury Trial Waiver. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR RIGHT TO A JURY TRIAL.
You hereby waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Fluid MSP in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR CLASS ACTION RIGHTS.
ALL CLAIMS AND DISPUTES BETWEEN YOU AND FLUID MSP MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
30-Day Right to Opt Out. You have the right to opt out of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of these TOS by sending written notice of your decision to opt out to firstname.lastname@example.org within 30 days from the date that you first visited the Sites. If you send this notice, then the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions will not apply. You must bring claims per the Section labeled “Governing Law,” below. If you do not send this notice, then you agree to be bound by the terms of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions in this Section. Agreeing to arbitration and waiving your rights to a jury trial and class action participation is an important decision for you to make. It can shorten the litigation process and result in cost savings, but it also takes away certain rights, such as the right to a trial in front of your peers. Thus, please take time to carefully consider the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of these TOS. Since the information provided in these TOS is not intended to contain a complete explanation of the consequences of arbitration, class action or jury waiver, you may want to consult an attorney.
The laws of California, United States, excluding its conflicts of law rules, shall govern these TOS and your use of the Sites. You consent to the personal jurisdiction of the courts located in San Diego, California. Your use of the Sites may also be subject to other local, state, national, or international laws.
A. Entire Agreement. The TOS constitutes the entire agreement between you and Fluid MSP regarding your use of the Sites.
B. No Joint Venture/Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Fluid MSP as a result of these TOS or your use of the Sites.
C. Entire Agreement/Severability. If any part of these TOS is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the TOS shall continue in effect. Unless otherwise specified herein, these TOS constitutes the entire TOS between the user and Fluid MSP with respect to the Sites, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Fluid MSP with respect to the Sites.
D. Form of TOS/Language of TOS. A printed version of these TOS and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is also the express wish to the parties that these TOS and all related documents be drawn up in English.
E. Contact Information. If you have any questions about these TOS, please contact us here: https://www.fluidmsp.com/contact