Overview
This Master Service Agreement ("Agreement" or "MSA") constitutes a binding legal contract between Blue Arctic, LLC, a United States limited liability company organized under the laws of the State of Florida and doing business as Blue Arctic ("Blue Arctic," "we," "us," or "our"), and the individual or entity subscribing to Services ("Client," "you," or "your"). By subscribing to, ordering, accessing, or using any Services provided by Blue Arctic, the Client acknowledges and agrees to be legally bound by this Master Service Agreement and all documents incorporated herein by reference.
This MSA is the governing document of the contractual relationship between Blue Arctic and the Client. In the event of any conflict between this MSA and any incorporated Agreement Document, the provisions of this MSA shall control unless the conflicting provision in the Agreement Document expressly states that it overrides a specific section of this MSA.
1. Definitions
The following terms have the meanings set forth below when used in this MSA and the Agreement Documents. Defined terms are capitalized throughout.
"Agreement Documents" means, collectively, this MSA, the Terms of Service, the Acceptable Use Policy, the Service Level Agreement, the Privacy Policy, and the Data Processing Addendum, as each may be amended from time to time.
"Client Data" means all data, content, files, databases, emails, configurations, and other materials uploaded, stored, transmitted, or processed by the Client or the Client's end users through the Services. Client Data does not include Blue Arctic account credentials, system-generated logs, or aggregated anonymized usage data.
"Confidential Information" means any non-public information disclosed by either party to the other in connection with this Agreement, including technical data, trade secrets, business plans, pricing, customer lists, security configurations, server credentials, and proprietary methodologies. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.
"Hosting Services" means shared web hosting, WordPress hosting, Drupal hosting, High Performance WordPress hosting, VPS hosting, dedicated server hosting, and any other hosting product offered by Blue Arctic from time to time.
"Professional Services" means website maintenance, server administration, website development, digital marketing, and any other managed service or consulting engagement offered by Blue Arctic from time to time, as described on the Blue Arctic website or in a separate statement of work.
"Services" means, collectively, the Hosting Services and Professional Services subscribed to or ordered by the Client, together with any add-on services such as domain registration, SSL certificates, backup add-ons, and paid support plans.
"Service Order" means each individual order, subscription, or purchase of Services placed by the Client through the Blue Arctic website, client portal, or in writing.
2. Incorporation of Related Agreements
This MSA expressly incorporates and includes the following agreements:
- The Terms of Service (TOS), which set forth the general terms and conditions under which Services are provided, including billing, cancellation, resource usage, and service-specific policies.
- The Acceptable Use Policy (AUP), which governs acceptable and prohibited uses of Blue Arctic's Services, network, and infrastructure.
- The Service Level Agreement (SLA), which establishes uptime commitments, SLA credit schedules, and remedies for service failures.
- The Privacy Policy, which governs the collection, use, processing, and protection of personal data.
- The Data Processing Addendum (DPA), which governs the processing of Personal Data by Blue Arctic on behalf of the Client as Data Processor, including international data transfer safeguards.
Together with this MSA, these documents constitute the entire agreement between Blue Arctic and the Client (the "Agreement Documents"). The Agreement Documents supersede all prior and contemporaneous agreements, proposals, representations, and communications — whether written or oral — between the parties relating to the subject matter hereof. No statement, promise, or representation made by any Blue Arctic employee, agent, or representative — including statements on the Blue Arctic website, in marketing materials, in emails, or during sales calls — shall form part of or modify this Agreement unless expressly incorporated into the Agreement Documents.
Order of precedence: In the event of any conflict among the Agreement Documents, the following order of precedence shall apply: (1) this MSA; (2) the Data Processing Addendum (with respect to the processing of Personal Data, the DPA shall prevail over all other Agreement Documents); (3) the Terms of Service; (4) the Service Level Agreement; (5) the Acceptable Use Policy; (6) the Privacy Policy. A lower-priority document does not override a higher-priority document unless the lower-priority document expressly states that a specific provision overrides a named section of the higher-priority document.
3. Binding Effect
By ordering, subscribing to, or using any Service, the Client affirms that it has read, understood, and agrees to be bound by the Agreement Documents. If the Client is entering into this Agreement on behalf of a company, partnership, government agency, or other legal entity, the Client represents and warrants that it has the authority to bind such entity to this Agreement, and the term "Client" shall refer to such entity.
4. Eligibility
The Client represents and warrants that: (a) it is at least 18 years of age or the age of legal majority in the Client's jurisdiction, whichever is greater; (b) it has the legal capacity and authority to enter into this Agreement; (c) it is not barred from receiving Services under the laws of the United States or any other applicable jurisdiction; and (d) all information provided during account registration and billing is accurate, current, and complete. The Client agrees to promptly update account information if any information changes.
5. Payment Terms
Billing cycles. Services are billed on a monthly or annual basis as selected by the Client at the time of purchase. All fees are stated in United States dollars and are due in advance of the billing period.
Payment methods. The Client must maintain a valid payment method on file. Accepted payment methods are listed in the client portal. The Client authorizes Blue Arctic to charge the payment method on file for all fees due under this Agreement, including all renewal charges, recurring fees, and any applicable overage or add-on fees. This authorization applies to each billing period and renewal thereof and remains in effect for the duration of the Agreement unless and until the Client cancels the applicable Service or removes the payment method from the account.
Invoicing. Blue Arctic generates invoices 15 days before the due date for monthly Services and 30 days before the due date for annual Services. Invoices are delivered to the email address on file. Blue Arctic will attempt to capture payment from the payment method on file 2 days before the invoice due date to reduce the risk of service disruption from payment failures. Blue Arctic may make additional payment capture attempts prior to service suspension. It is the Client's responsibility to ensure the payment method on file is valid and has sufficient funds prior to the capture attempt. Failure to receive an invoice — whether due to email delivery failure, spam filtering, an outdated email address on file, or any other cause — does not relieve the Client of responsibility for payment or prevent automatic renewal of Services.
Auto-renewal. All Services automatically renew at the end of each billing period for successive periods of the same duration at Blue Arctic's then-current rates, unless the Client cancels in accordance with the cancellation procedures in the Terms of Service. The invoice generated in accordance with the Invoicing paragraph above serves as the renewal notice. To avoid renewal, the Client must cancel before the invoice due date in accordance with the cancellation notice requirements in the Terms of Service.
Price changes. Blue Arctic may adjust pricing for any Service upon 30 days' written notice to the Client via email. Price changes take effect at the start of the next billing period following the notice period. If the Client does not agree to a price change, the Client may cancel the affected Service before the new pricing takes effect.
Late payment. Invoices not paid by the due date are considered past due. Past-due accounts are subject to: (a) a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the unpaid balance, accruing from the due date; (b) suspension of Services after a grace period of up to five (5) days following the due date — Blue Arctic may attempt additional payment captures during this period; and (c) termination of Services 30 days after the due date, subject to the cure period described in Section 12. For clarity, the suspension grace period in this section and the termination cure period in Section 12 may run concurrently. Reactivation of suspended Services requires payment of all outstanding balances plus a $25.00 reactivation fee.
Disputed invoices. If the Client disputes any charge, the Client must notify Blue Arctic in writing within 15 days of the invoice date, specifying the disputed amount and the basis for the dispute. The Client must pay all undisputed amounts by the due date. Blue Arctic will investigate and respond to the dispute within 10 business days. Failure to dispute a charge within 15 days constitutes acceptance of the charge.
Taxes. All fees are exclusive of taxes. The Client is responsible for all applicable sales, use, value-added, and other taxes and government charges. Blue Arctic will collect and remit taxes where required by law.
6. Intellectual Property
Blue Arctic property. Blue Arctic retains all right, title, and interest in and to its platform, infrastructure, software, tools, APIs, documentation, website content, designs, trademarks, and all related intellectual property. Nothing in this Agreement grants the Client any ownership interest in Blue Arctic's intellectual property. The Client is granted a limited, non-exclusive, non-transferable, revocable license to use Blue Arctic's platform and any provided software solely for the purpose of using the Services during the term of this Agreement.
Client property. The Client retains all right, title, and interest in and to Client Data. Nothing in this Agreement grants Blue Arctic any ownership interest in Client Data. The Client grants Blue Arctic a limited, non-exclusive license to host, store, transmit, display, and process Client Data solely as necessary to provide, maintain, and support the Services. This license terminates upon expiration or termination of this Agreement and the conclusion of any applicable data retrieval period.
Feedback. If the Client provides Blue Arctic with suggestions, feature requests, or other feedback ("Feedback"), Blue Arctic may use, modify, and incorporate such Feedback into its products and services without restriction, attribution, or compensation. Feedback does not include Client Data.
Restrictions. The Client may not: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of any Blue Arctic software or systems; (b) sublicense, resell, or transfer any license granted under this Agreement; (c) remove or alter any proprietary notices, trademarks, or labels; or (d) use Blue Arctic's name, logo, or trademarks without prior written consent.
7. Confidentiality
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform obligations under this Agreement or as required by law; and (c) use Confidential Information only for the purposes contemplated by this Agreement. Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
The receiving party may disclose Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. If the receiving party is compelled by law or court order to disclose Confidential Information, it shall provide prompt written notice to the disclosing party (to the extent legally permitted) and shall disclose only the minimum amount of information required.
Confidentiality obligations under this section survive termination of this Agreement for a period of 3 years.
8. Client Data and Data Handling
Ownership. The Client retains sole ownership of all Client Data at all times. Blue Arctic acts as a data processor with respect to Client Data and processes Client Data only as necessary to provide the Services and as directed by the Client.
Security. Blue Arctic implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data from unauthorized access, alteration, disclosure, or destruction. These safeguards include encryption of data in transit via TLS, physical data center security, access controls, and regular security monitoring. Blue Arctic does not warrant that its security measures will be impenetrable or that Client Data will never be subject to unauthorized access.
Data retrieval upon termination. Following termination or expiration of this Agreement for any reason, Blue Arctic will make Client Data available for download by the Client for a period of 30 calendar days ("Data Retrieval Period"). During the Data Retrieval Period, the Client may access the client portal, cPanel, or other provided interfaces to download Client Data. After the Data Retrieval Period, Blue Arctic may permanently delete all Client Data without further notice or obligation. Blue Arctic is not required to maintain backups of Client Data after the Data Retrieval Period.
Data processing. The processing of Personal Data by Blue Arctic on behalf of the Client is governed by the Data Processing Addendum ("DPA"), which is incorporated into this Agreement as an Agreement Document (see Section 2). The DPA defines the respective obligations of Blue Arctic as Data Processor and the Client as Data Controller under applicable data protection laws, including the GDPR and CCPA/CPRA. For questions regarding data processing, contact legal@bluearctic.com.
9. Client Representations and Warranties
The Client represents and warrants that: (a) all Client Data and content hosted on or transmitted through the Services is owned by the Client or the Client has obtained all necessary rights, licenses, and permissions to use and distribute such content; (b) Client Data does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other legal rights; (c) the Client will comply with all applicable local, state, national, and international laws and regulations in connection with the use of the Services; and (d) the Client will use the Services only for lawful purposes and in compliance with the Agreement Documents.
10. Indemnification
Client indemnification. The Client agrees to defend, indemnify, and hold harmless Blue Arctic and its officers, directors, employees, agents, and successors from and against any third-party claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) the Client's use of the Services; (b) Client Data or content hosted on the Services; (c) the Client's breach of this Agreement or any Agreement Document; (d) the Client's violation of any applicable law or regulation; or (e) any claim that the Client's data, content, or use of the Services infringes or misappropriates a third party's intellectual property rights.
Blue Arctic indemnification. Blue Arctic agrees to defend, indemnify, and hold harmless the Client from and against third-party claims alleging that the Blue Arctic platform or software (excluding Client Data, third-party software, and open-source components) infringes a third party's intellectual property rights, provided that the Client promptly notifies Blue Arctic of the claim, grants Blue Arctic sole control of the defense, and cooperates with Blue Arctic at Blue Arctic's expense. This obligation does not apply if the alleged infringement arises from the Client's modifications, use in combination with non-Blue Arctic products, or use in violation of this Agreement.
Indemnification procedure. The indemnifying party shall have sole control of the defense and settlement of any claim subject to this section. The indemnified party shall provide prompt written notice of the claim and reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent.
11. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTIONS 10 (INDEMNIFICATION) AND 7 (CONFIDENTIALITY), AND EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO BLUE ARCTIC DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
12. Term and Termination
Term. This Agreement commences on the date the Client first subscribes to or uses any Service and continues until all Service Orders have expired or been terminated and the Data Retrieval Period has concluded.
Termination by Client. The Client may terminate individual Services by submitting a cancellation request through the client portal or by contacting support. A 7-day advance notice is required for Hosting Service terminations. Professional Services require 60 days' advance written notice for termination. Cancellation is effective at the end of the current billing period. No prorated refunds are issued for partial billing periods, except as provided in the money-back guarantee described in the Terms of Service.
Termination by Blue Arctic. Blue Arctic may terminate this Agreement or any Service immediately, without prior notice, if: (a) the Client breaches any material term of the Agreement Documents; (b) the Client fails to pay any amount when due and does not cure the failure within 7 days of written notice (this cure period runs concurrently with the suspension grace period in Section 5, if applicable); (c) the Client engages in conduct that violates the Acceptable Use Policy; (d) continued provision of Services would expose Blue Arctic to legal liability or violate applicable law; or (e) the Client becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.
Effect of termination. Upon termination or expiration: (a) the Client's right to use the Services ceases, subject to the Data Retrieval Period in Section 8; (b) the Client remains responsible for all fees and charges incurred through the effective date of termination; (c) each party shall return or destroy the other party's Confidential Information upon request; and (d) all licenses granted under this Agreement terminate, except as necessary for the Data Retrieval Period.
Survival. The following sections survive termination of this Agreement: Sections 1 (Definitions), 5 (Payment Terms — as to amounts accrued), 6 (Intellectual Property), 7 (Confidentiality), 8 (Client Data — as to Data Retrieval Period), 10 (Indemnification), 11 (Limitation of Liability), 15 (Dispute Resolution), 16 (Governing Law), and 17 (General Provisions).
13. Modifications to Agreement Documents
Blue Arctic may modify the Agreement Documents from time to time. Modifications are handled as follows:
Material changes. For changes that materially alter the rights or obligations of the Client — including changes to pricing, service scope, liability limitations, or dispute resolution — Blue Arctic will provide at least 30 days' advance notice via email to the address on file. If the Client does not agree to a material change, the Client may terminate the affected Services before the change takes effect, and such termination shall not incur early termination fees.
Non-material changes. Non-material changes — including corrections, formatting updates, clarifications that do not alter the substance of any provision, and updates required by law — may take effect immediately upon posting to the Blue Arctic website.
The "Last updated" date at the top of each Agreement Document indicates when it was last modified. The Client's continued use of the Services after the effective date of a modification constitutes acceptance of the modified terms.
14. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond the party's reasonable control, including but not limited to: natural disasters, earthquakes, hurricanes, floods, or severe weather; acts of war, terrorism, civil unrest, or armed conflict; pandemics, epidemics, or public health emergencies; governmental actions, orders, embargoes, or sanctions; fiber optic cable cuts or damage to telecommunications infrastructure; upstream carrier or internet service provider outages; sustained distributed denial-of-service (DDoS) attacks exceeding commercially reasonable mitigation capacity; power grid failures or prolonged utility outages; hardware supply chain disruptions affecting replacement timelines; or acts of God.
The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to mitigate the impact and resume performance. If a force majeure event prevents performance for more than 30 consecutive days, the non-affected party may terminate the affected Services upon written notice without liability.
15. Dispute Resolution
Informal resolution. Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute arising from or relating to this Agreement through good-faith negotiation. The aggrieved party shall send a written notice to the other party describing the dispute in reasonable detail. The parties shall have 30 days from the date of such notice to reach a resolution. During this period, both parties shall continue to perform their obligations under this Agreement.
Mediation. If the dispute is not resolved within the 30-day negotiation period, either party may initiate non-binding mediation administered by a mutually agreed mediator in Orange County, Florida. The costs of mediation shall be shared equally. Mediation shall conclude within 60 days of initiation unless the parties agree to extend.
Litigation. If mediation fails or either party declines mediation, the dispute shall be resolved by litigation in the courts specified in Section 16 (Governing Law).
Injunctive relief. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property infringement.
16. Governing Law and Jurisdiction
This Master Service Agreement, together with all Agreement Documents, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Orange County, Florida, and each party consents to the exclusive personal jurisdiction and venue of those courts.
By entering into this Agreement, the Client irrevocably submits to the jurisdiction and venue of the courts of Orange County, Florida, and waives any objection based on improper venue or forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
17. General Provisions
Severability. If any provision of this Agreement or any Agreement Document is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from the Agreement. The remaining provisions shall continue in full force and effect.
Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. A waiver of any term or condition shall not be deemed a waiver of any subsequent breach of the same or any other term or condition. All waivers must be in writing and signed by the waiving party to be effective.
Assignment. The Client may not assign or transfer this Agreement or any rights or obligations hereunder without Blue Arctic's prior written consent. Any attempted assignment without consent is void. Blue Arctic may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement. Subject to these restrictions, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Notices. All legal notices under this Agreement must be in writing and shall be deemed given when: (a) delivered by hand; (b) sent by nationally recognized overnight courier with tracking; (c) sent by certified or registered mail, return receipt requested, postage prepaid; or (d) sent by email to the designated email address, provided that the sender receives a delivery confirmation or the recipient responds. Notices to Blue Arctic shall be sent to legal@bluearctic.com or to PO Box 2195, Bushnell, FL 33513, USA. Notices to the Client shall be sent to the email address or mailing address on file in the Client's account.
Relationship of the parties. Blue Arctic and the Client are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf.
Third-party beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.
Headings. Section headings are for reference purposes only and do not affect the interpretation of this Agreement.
Counterparts. Electronic acceptance of this Agreement (including clicking "I agree," completing a purchase, or using the Services) has the same legal effect as a handwritten signature.