Customer agrees that contracted services shall extend for the duration specified in the Service Order Form (SOF) and shall automatically renew for successive terms (the “Renewal Term”) thereafter unless either party shall give written notice of termination ten (10) days prior to the termination of the initial term or Renewal Term (sometimes referred to collectively as the “Term”). Notice of cancellation is required through an email to [email protected] or through the customer portal. NextGuard Solutions, Inc. (DBA NextGuard Hosting) may, at its sole discretion, terminate the Agreement upon non-payment as set forth in Paragraph 3 below, or if Customer violates any terms and conditions of NextGuard Hosting Acceptable Use Policy (AUP) and/or Terms of Service (TOS) of this Master Service Agreement. If so terminated, no refunds will be made for pre-paid services.
All accounts are setup on a pre-paid basis. The service activation time is determined by the Service Order Form. Maximum time to activate services from the date of contract execution is 14 days unless Customer requests a specific time in writing or as stated in the Service Order Form. Under this Agreement, service is upon Customer receipt of connectivity, logins to server and/or IP’s, and shall continue for the Term.
Fees for service(s) ordered by the Customer shall be paid to NextGuard Hosting in the total amount shown or stated as due or payable to NextGuard Hosting. All Service Fees are due in advance of services and are billed on a monthly basis unless otherwise noted in the Service Order Form. Customers may be billed on a calendar month cycle, quarterly, half-yearly, or yearly, or service schedule cycle. Bills will include the service period covered and the Due Date for payment. It is possible that Service Fees are billed as one-time charges as non-recurring charges (NRCs) or ongoing monthly recurring charges (MRCs) and may be billed on a prorated basis. NRCs such as setup fees, administrative fees, bandwidth overages and late fees may be billed in service arrears.
Additional Technical Support Services will be billed in minimum increments of thirty (30) minutes each, at a rate of $125.00 USD per (1) hour. Unless specifically stated in the Service Order Form, Customers who request additional technical support services agree to all terms and conditions of NextGuard Hosting Master Service Agreement, including the Terms of Service and Acceptable Use Policy.
Payment must be received by NextGuard Hosting on or prior to the payment Due Date. The payment Due Date can be found on the Customer’s Invoice for services. Failure to remit payment for services by the Due Date is a violation of the Terms of Service.
Fees:
(A) A late fee of 25% of the total bill amount will be incurred and will be added to all delinquent invoices with a minimum of $5.00. Failure to remit payment for one (1) consecutive day, including the Due Date, may, at the discretion of NextGuard Hosting, result in a suspension or termination of access and service. In addition to the other rights and remedies of NextGuard Hosting, upon non-payment by Customer of the invoices due and owed to NextGuard Hosting, Customer grants NextGuard Hosting a lien upon, and the right to retain, all equipment, including but not limited to servers, switches, and cabling, placed in NextGuard Hosting facility, until all invoices due NextGuard Hosting have been paid in full. During such retention by NextGuard Hosting, it may deny Customer access to part or all of such equipment. Customer agrees that NextGuard Hosting shall have no liability to Customer or any other party for retention or denial of access to any of Customer’s equipment
(B) If services are deactivated/disabled due to non-payment, a reactivation fee of $75.00 USD may be added depending type of services, of which must be paid and the account made current before any services are reactivated/enabled.
All automatic payments will be processed five (5) days prior to due date unless otherwise stated per your invoice. If you wish to cancel all auto payments please contact customer service 48 hours prior to make sure auto payment does not proceed your payment.
NextGuard Hosting is not responsible for repairs necessitated by Customer alteration of the operating system. NextGuard Hosting shall not be liable for delay in furnishing or failure to furnish service if forces beyond the reasonable control of NextGuard Hosting cause such delay.
Customer is responsible for paying all foreign, federal, state and local sales, use, value added, excise duty and any other taxes assessed with respect to any services, other than for taxes based on NextGuard Hosting net income.
Service Credits will be issued to Customer account when applicable and shall be used to offset future billable services. Service Credits shall not be issued as cash back to the Customer nor shall the Service Credits be transferrable to other Customers. Service Credits shall expire if Customer’s account is terminated.
All services rendered by NextGuard Hosting are non-refundable. This includes, but is not limited to: setup fees, non-recurring charges (NRCs), monthly service fees (MRCs), upgrade fees, additional service fees, administrative fees and late fees. In the event Customer disputes any amount stated in any Bill and intends to withhold payment of the amount, Customer must give NextGuard Hosting a written notice via email to [email protected] of such dispute before the Due Date of the Bill and must state in such notice the grounds for such dispute. NextGuard Hosting shall provide a written response to Customer within thirty (30) days of its receipt of such written notice. The parties agree that NextGuard Hosting has the sole final determination of the dispute. If NextGuard Hosting determines the dispute is valid, an adjustment to client’s bill shall be made. If NextGuard Hosting determines the dispute is not valid, Customer shall remit payment within five (5) days of notification by NextGuard Hosting of its final determination.
We offer a 7-day money-back guarantee for a select number of limited products and services. Not all services will be included in this Money-Back Guarantee. Services with this Guarantee will be listed and any other services will not be included. To be eligible for a refund, all support options must be utilized prior to requesting a refund. Refund requests are subject to management approval. If you have any concerns or issues with our services, please contact our support team within the 7-day period to discuss potential solutions. Under no circumstances will domain name registrations be refunded. The 7 Day period starts after order was submitted this time frame will include the day of the 7th. Refunds may be denied if the conditions outlined above are not met.
Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of a minimum of 10% of the amount charged back or $250, whichever is greater, and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorney’s fees, court costs and collection agency fees) incurred by NextGuard Hosting in enforcing collection.
NextGuard Hosting agrees to employ commercially reasonable efforts and best industry practices in deploying services related to data integrity, backup, security, and retention. These services may include, but are not limited to, hard drive storage, RAID configurations, hard drive arrays, network-attached storage (NAS), storage area networks (SANs), operating system installations and reloads, customer portal information, and other instances involving customer data.
However, Customer retains ultimate responsibility for data integrity, security, backup, retention, and ownership. NextGuard Hosting shall not be liable for any data loss, corruption, or security breaches, regardless of the cause, including but not limited to hardware failures, software malfunctions, cyberattacks, human error, or force majeure events.
In instances where NextGuard Hosting handles Customer data—such as during hard drive replacements—NextGuard Hosting will follow PCI compliance guidelines to ensure secure data handling.
NextGuard Hosting offers optional backup services for an additional fee. However, even for customers who purchase backup services, NextGuard Hosting does not guarantee the availability, accuracy, or restoration of any data. Customers acknowledge that backups may fail, be incomplete, or become corrupted, and that NextGuard Hosting is not responsible for any loss or inability to recover data, regardless of the circumstances.
Customers who do not purchase backup services acknowledge and accept that NextGuard Hosting is not responsible for maintaining, storing, or recovering their data under any circumstances.
Except as described in the NextGuard Hosting Service Level Agreement (SLA) with respect to possible service credits only, NextGuard Hosting shall not be liable to Customer for harm caused by or related to Customer’s services or inability to utilize the services unless caused solely by the gross negligence or willful misconduct of NextGuard Hosting. Notwithstanding anything else in the Master Service Agreement, NextGuard Hosting shall not be liable to Customer for lost profits, indirect, special or incidental, consequential or punitive damages, and the maximum aggregate liability of NextGuard Hosting (and any of its employees, board members, investors, agents or affiliates), under any theory of law shall not exceed the amount paid by the Customer for services for the previous month’s service prior to the occurrence of the event(s) giving rise to the claim.
Customer agrees to indemnify and hold harmless NextGuard Hosting, its affiliates, and their respective officers, directors, attorneys, agents, and employees from and against any and all claims, demands, liabilities, losses, damages, penalties, fines, expenses, and disbursements of any kind (including reasonable attorney’s fees) arising out of or related to Customer’s content, activities, or actual or alleged infringement of a third party’s intellectual property rights.
13.1 - Limitation of Liability
Notwithstanding anything to the contrary, in no event shall NextGuard Hosting’s total liability to Customer or any third party exceed the total amount paid by Customer for the services in the twelve (12) months preceding the claim. NextGuard Hosting shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost data, or business interruptions, even if advised of the possibility of such damages.
13.2 - No Liability for Cybersecurity Incidents & Hardware Failures
NextGuard Hosting shall not be liable for any loss, damage, or interruption of service arising from cybersecurity incidents, including but not limited to ransomware attacks, malware, hacking, denial-of-service attacks, or any other unauthorized access to Customer’s data. Additionally, NextGuard Hosting shall not be responsible for damages or losses resulting from hardware failures, software defects, power outages, or other technical issues, including loss of use, data corruption, or business interruption. Customer acknowledges that no system can be entirely secure and agrees to implement its own security measures to protect its data.
Customer agrees to use NextGuard Hosting logo, information, and related services in accordance with NextGuard Hosting approved marketing guidelines. NextGuard Hosting may include Customer’s name and contact information in directories of NextGuard Hosting service subscribers for the purpose of promoting the use of the service by additional potential clients.
Agreement shall be subject to and construed in accordance with the laws of the State of Missouri, without reference to its conflicts of law provisions. Customer hereby submits to the exclusive jurisdiction of the state and federal courts of the State of Missouri with respect to any and all claims and disputes between NextGuard Hosting and Customer relating to or arising from this Agreement and waives any and all objections to such requirements.
Either party’s waiver of, or failure to exercise any right provided for in this Agreement, should not be deemed a waiver of any future right of this Agreement.
The Customer and NextGuard Hosting agree that this Agreement is not intended to create any agency relationships of any kind, or any partnership or joint venture relationships; and both agree not to contract any obligations in the name of the other party and not use each other’s credit in conducting any activities under this Agreement.
The captions of each paragraph of this Agreement are inserted solely for the reader’s convenience and are not to be construed as part of the Agreement.
Each party will take all proper steps to keep confidential all confidential information of the other which is disclosed to or obtained by it pursuant to or as a result of this Agreement, and will not divulge the same to any third party without the prior written consent of the party to whom such confidential information belongs and will allow access to the same to its own staff only on a “need to know” basis, except to the extent that any such information becomes public through no fault of that party or is required to be disclosed pursuant to Law, including any requirements of a regulatory authority or administrative agency. Upon termination or expiration of this Agreement, each party will return to the other party any such confidential information, equipment and written data (without retaining copies thereof) provided for the purposes of this Agreement. Notwithstanding the termination or expiration of this Agreement for whatever reason the obligations and restrictions in this Section shall be valid for a period of two (2) years from the date of expiration or termination.
By accepting this Master Service Agreement, Customer represents and warrants that:
(A) they are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country;
(B) they are not listed on any U.S. Government list of prohibited or restricted parties;
(C) they have full authority and power to execute this Agreement on behalf of the company they represent, if applicable; and
(D) they are at least 18 years of age, or if under 18, they have obtained parental or legal guardian consent to use the services. In such cases, both the minor and the consenting parent or guardian agree to be bound by the terms of this Agreement, and the parent or guardian accepts full responsibility for the minor’s use of the services and compliance with this Agreement.
Any and all disputes arising out of or related to these Terms of Service, including any claim for breach or enforcement, shall be brought exclusively in the state courts located in Greene County, Missouri, or in the United States District Court for the Western District of Missouri. The parties agree to submit to the personal jurisdiction of these courts and waive any objections to the convenience or appropriateness of such venues.
Applicable Law and Jurisdiction: Any controversy or claim arising under or related to this Master Service Agreement or breach therein in excess of $500.00 shall be settled by arbitration. Any dispute, controversy or claim (individually and collectively, a “Dispute”) arising out of or related to this Agreement (other than any Default by Customer that is not cured within a commercially reasonable period of time, not to exceed thirty (30) days, unless extended by mutual agreement of the parties), parties will resolve such Dispute through negotiations between senior management of the parties. Any Dispute between the parties arising out of or related to the Agreement that cannot be resolved amicably through the procedures outlined above shall be finally settled by arbitration in Greene County, Missouri. The venue and jurisdiction requirements set forth above apply to any arbitration proceedings. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, and the administrative and other fees of the Association, shall be shared equally by the parties unless the award otherwise provides; provided, however, that the prevailing party in the arbitration shall in all events be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party. In addition to the foregoing, while any such matter is unresolved, each party agrees not to make any public disclosures of any type regarding the dispute, including but not limited to blogs, online forums, tweets, or the like.
This Agreement shall be binding on the parties, and on their successors and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.
23.1 - Eligibility:
Only customers with an approved Reseller Account may resell NextGuard Hosting’s Virtual Private Servers (VPS) and other designated services. Written approval from NextGuard Hosting is required before any resale activities.
23.2 - Responsibilities:
Resellers are responsible for handling all customer interactions, billing, and support for the services they resell. NextGuard Hosting does not provide direct support to reseller clients unless stated otherwise in a separate agreement.
23.3 - Compliance:
Resellers must ensure their customers comply with NextGuard Hosting’s Master Service Agreement, Acceptable Use Policy (AUP), and other applicable policies. Any violations by reseller clients may result in suspension or termination of the reseller’s account.
23.4 - Billing & Payment:
Resellers must make timely payments to NextGuard Hosting, regardless of their customers' payment status. Late or missed payments may result in account suspension or termination.
23.5 - Termination:
NextGuard Hosting reserves the right to revoke reseller status at its sole discretion, with or without notice, if any terms are violated or if the reseller’s actions are deemed harmful to NextGuard Hosting’s business or reputation.
24.1 - Eligibility & Payments:
Customers who wish to enter into a Rent to Own (RTO) agreement for a server must agree to make monthly payments as specified in the Service Order Form. These payments are structured to allow the customer to eventually own the server after the term is completed. The finance charges, if any, will be included in the total price of the server and reflected in the monthly payment.
24.2 - Ownership Transfer:
Upon completion of the payment term as outlined in the Service Order Form, the customer will own the server outright. Title to the server will transfer to the customer upon final payment.
24.3 - Shipping & Removal Expenses:
The customer is responsible for all shipping costs associated with the server, including but not limited to the cost of shipping to the customer or the customer destination at the end of the agreement, and any expenses related to removing the server from its current location for shipment. The customer shall bear any costs for packaging, transportation, and any other logistical fees associated with the removal and return of the server.
24.4 - Default:
If the customer fails to make payments as agreed or violates any of the terms of the Master Service Agreement (including but not limited to non-payment, breach of the Acceptable Use Policy, or failure to comply with other policies), the account will be considered in default. The customer must bring the account current within thirty (30) days of receiving notice from NextGuard Hosting. If the account is not brought current within this period, it will be considered a default under the agreement.
Additionally, NextGuard Hosting reserves the right to request payment in full for the remaining balance of the Rent to Own (RTO) agreement at any time, for any reason, at its sole discretion. Failure to comply with this request may result in NextGuard Hosting reclaiming the server and taking further action to recover the owed amount.
24.5 - Hardware Warranty:
25.1 - Additional Fees:
Customers who wish to utilize colocation services for the hosting of their hardware at NextGuard Hosting’s facility will be subject to additional fees. These fees are separate from the standard rental or hosting fees and will be outlined in the Service Order Form or a separate colocation agreement.
25.2 - Colocation Responsibilities:
Customers utilizing colocation services are responsible for ensuring that their hardware is compatible with NextGuard Hosting’s facility requirements, including power, cooling, and physical space. The customer will also be responsible for all shipping, setup, and removal costs associated with their hardware placed in the colocation facility.
25.3 - Abandoned Equipment Due to Non-Payment:
f a customer fails to pay the outstanding colocation fees as outlined in the terms of service, and payment is not received within thirty (30) days of the due date, the customer’s equipment will be considered abandoned. After this period, NextGuard Hosting reserves the right to take ownership of the abandoned equipment. The equipment will be deemed as property of NextGuard Hosting, and NextGuard Hosting may dispose of the equipment in any manner it deems necessary. The customer will be responsible for all costs associated with the disposal, removal, or destruction of their equipment, including but not limited to any labor, transportation, and disposal fees.
Notices required by this Agreement to NextGuard Hosting shall be in writing and shall be delivered either by mail or email. If delivered by mail, notices shall be sent by any mail service or by USPS mail with all postage and charges prepaid to the address listed below. If delivered by email, notices must be sent to [email protected]. All notices and other written communications under this Agreement shall be addressed as indicated below, or as specified by subsequent written notice. All mailed notices shall be sent to:
NextGuard Hosting
Attention: Legal Department
2733 E Battlefield St #312
Springfield, MO 65804