Contract Execution Instructions
Dear Prospective Client:
Enclosed with this cover letter are copies of the agreement between your company and BlueHornet Networks, Inc. The
agreement is in two parts: the General Terms & Conditions (which contain the core legal terms governing your overall
relationship with BlueHornet), and the Web Services Agreement (which contains the specific terms of the service to be
In the event you desire additional BlueHornet services, these can be added by the execution of an additional Agreement
incorporating the General Terms and Conditions or an Exhibit to an Agreement, without the need to revisit the core legal
terms of the relationship set forth in the General Terms and Conditions.
Please review the attached contract documents carefully. If the contract documents are acceptable, please select one or
more of the execution options below. You must include this cover sheet completely filled in with your signed
contracts, however submitted to BlueHornet, to ensure proper processing.
Signed Copy To BlueHornet:
By Fax: a signed copy of each contract document to (866) 896-0061, ATTN: BlueHornet Contract Processing.
By Email: scan signed contract; attach to email; send email to firstname.lastname@example.org
By US Mail: send two (2) original copies of each signed contract document to the following address by
overnight express courier (e.g., FedEx, UPS, etc.):
BlueHornet Networks, Inc.
ATTN: Contract Processing
2150 W. Washington Street, Suite 110, San Diego, CA 92110
Signed Copy To Client:
Fax: a signed copy should be returned by fax to Company at: , ATTN: .
Email: a signed copy should be returned by email to Company at the following email address: .
US Mail: a signed copy will be returned to the address listed on the first page of the General Terms &
Conditions, to the following attention (list name and phone number):
Please note that a contract countersigned by BlueHornet will not be effective unless it contains an initialed and
dated “Approved: Legal” stamp and is executed by senior management for BlueHornet (CFO or above).
If you have any questions, please feel free to contact your BlueHornet representative.
BlueHornet Networks, Inc.
BlueHornet v07.01 (0212) BlueHornet Confidential
Web Services Agreement
Effective Date: August ______, 2011
Company: Rock Church – 2448 Historic Decatur Rd. #105 San Diego, CA 92106
Contact: Nick Turrietta – email@example.com – 858-268-1366x2023
Site(s): www.therocksandiego.org, www.rocknp3.org
As of the Effective Date, BlueHornet will provide the Web Services to Company in accordance with the terms of this Agreement and
all Appendices attached hereto, and the BlueHornet General Terms & Conditions between the Parties dated as of August ______,
2011 (the “General Terms & Conditions”) which is incorporated by reference into this Agreement. This Agreement shall be void and
of no force or effect if the Parties have not executed the General Terms & Conditions as of the date of execution of this Agreement.
The Parties may enter into one or more Exhibit(s) to this Agreement setting forth additional obligations between the Parties, provided
such Exhibit(s) specifically reference this Agreement. The Parties agree as follows:
Web Services Agreement Terms & Conditions
Grant of Rights. Subject to the terms and conditions of this Agreement, for the term of this Agreement BlueHornet grants
Company (including Company’s Authorized Users) a non-transferable, non-exclusive, non-sublicensable, non-assignable,
revocable, limited right to access and use the Web Services for the Company’s internal business purposes. BlueHornet will, at no
additional charge to Company, also provide Company with Documentation for the Web Services, which Company may distribute
to Authorized Users. Company shall not, without BlueHornet’s express prior written consent, allow any third parties (including
without limitation affiliates or clients of Company) to rent, lease, or otherwise use the Web Services provided to Company under
this Agreement. Company shall pay BlueHornet for the Web Services in accordance with the terms of Appendix 2 (“Fees and
Payments”) to this Web Services Agreement.
Acceptable Use Policy. Company’s use of all Web Services provided hereunder shall strictly comply with BlueHornet’s
the Site(s) sufficient to permit the transfer of information concerning a customer or Recipient to BlueHornet in compliance with
all applicable data privacy or other laws or regulations in order to permit BlueHornet to perform its obligations under this
BlueHornet may suspend or terminate Company’s use of the Web Services at any time without prior notice in the event Company
or any of Company’s Authorized Users violate the Acceptable Use Policy, or in the event such action is necessary, in
BlueHornet’s sole and reasonable opinion, (i) to comply with any law, regulation, court order, or other governmental request or
order which requires immediate action; or (ii) or to otherwise protect BlueHornet from potential legal liability or damage to or
degradation of its business or network. BlueHornet will use commercially reasonable efforts to notify Company of the reason(s)
for the suspension/termination action as soon as reasonably practicable after any action. If suspended, BlueHornet will promptly
restore Company’s access to the Web Services as soon as the event giving rise to the suspension has been resolved to
BlueHornet’s reasonable satisfaction. BlueHornet reserves the right to take any other actions it may deem appropriate with
respect to persons, entities and/or organizations who violate the Acceptable Use Policy, including, without limitation, taking
action to recover the costs and expenses of identifying offenders and excluding them from the Web Services, and levying a
cancellation fee as set forth below. BlueHornet shall not issue any credits for any loss of Web Services resulting from such
suspensions, and Company shall not be entitled to any such credits.
Provision of Content. Company will provide BlueHornet with any Content that Company desires to use in conjunction with the
Web Services, in print-ready and/or electronic file formats (e.g., .txt, .gif, .jpg), as reasonably specified and accessible by
BlueHornet. BlueHornet shall be granted a non-exclusive, non-transferable, royalty-free license to use Company’s Content in the
form and manner prescribed by Company solely for the purpose of, and to the extent necessary for BlueHornet’s provision of the
Web Services and to carry out its obligations hereunder.
Recipient Information. BlueHornet will not provide any information collected from Recipients to any person, or use such
Recipient information for any purpose (other than for BlueHornet’s legitimate internal business purposes, including without
limitation fraud control or the use of Recipient data in anonymous, aggregate form to determining “Industry Averages” for opens,
clicks, bounces, opt-outs in order to provide benchmarks for the benefit of BlueHornet’s clients) without Company’s advance
BlueHornet v07.01 (0212) BlueHornet Confidential Page 1 of 7
Web Services Agreement
Documentation. Company may make copies of the Documentation for distribution to its Authorized Users, provided that
Company shall not remove or alter any proprietary notices of BlueHornet. BlueHornet will have the right to review and approve
(such approval not to be unreasonably withheld or delayed) any proposed modifications to the Documentation by Company
before such Documentation may be distributed to Authorized Users.
Cancellation Fee. The Parties agree that in the event that (a) Company breaches the terms of this Agreement, is given written
notice of said breach, and fails to cure said breach within thirty (30) days of the date of the notice, or (b) Company otherwise
terminates this Agreement without cause prior to the end of any term, BlueHornet will be entitled to recover as liquidated
damages (and not a penalty) an amount calculated based on the average Monthly Service Fees due from Company to BlueHornet
over the last twelve (12) consecutive months prior to the date of the written notice of breach or date of termination (as applicable),
times the number of months left from the such date until the last day of the then-current term of this Agreement (the “Expiration
Date”). For purposes of this calculation, the number of months remaining before the next Expiration Date will include the month
in which the effective date of termination or breach occurs. If there are less than twelve (12) consecutive months in which
Monthly Service Fees were due from Company to BlueHornet from which to arrive at the average Monthly Service Fees, the
average Monthly Service Fees will be determined by using as many whole months available in which Monthly Service Fees were
due from Company to BlueHornet.
For purposes of illustration only, if the aggregate Monthly Service Fees in months 1 through 7 of the Agreement were
$14,000, and Company terminated the Agreement part of way through month 8 (or BlueHornet gave notice of breach by
Company, and Company failed to timely cure said breach), damages would be calculated as follows: 14,000 ÷ 7 = $2,000
average Monthly Service Fees; $2,000 x 5 months to Expiration Date = $ 10,000 damages.
The availability of damages under this provision will be a cumulative remedy, and not the exclusive remedy, available to
BlueHornet for breach of this Agreement. Notwithstanding the availability of damages under this provision, BlueHornet will
be entitled any other such remedies as may be available to it in law or equity.
Travel and Expenses. All travel and out-of-pocket expenses incurred by BlueHornet personnel in connection with the
performance of this Agreement shall be reimbursed by Company if pre-approved by Company. All expenses not billed directly to
Company shall be submitted for reimbursement together with original vendor receipts. All travel by BlueHornet personnel in
performance of this Agreement shall be at coach or other equivalent class and net any discounts. Airfare and hotel arrangements
should be coordinated with Client in order to receive best corporate program rates.
AGREED TO AND ACCEPTED BY:
ROCK CHURCH BLUEHORNET NETWORKS, INC.
Printed Name & Title Printed Name & Title
BlueHornet v07.01 (0212) BlueHornet Confidential Page 2 of 7
Web Services Agreement
Appendix 1 to Web Services Agreement
The definitions in this Agreement and the General Terms & Conditions will be applicable to this Agreement and any Exhibits to this
Agreement entered into by the Parties. As a general rule, terms are defined in bold and appear in Initial Caps Italics.
Acceptable Use Policy or AUP: The Acceptable Use Policy for the Web Services, which is incorporated by reference into and is
made a part of this Agreement. The AUP may be found on the BlueHornet Website. BlueHornet may amend the AUP at any time by
publishing a new version on the BlueHornet Website and notifying Company of such new version either via a notice posted on the
BlueHornet Website or otherwise. Company’s continued use of the Web Services following the effective date of a new version of the
AUP will constitute Company’s acceptance of the new version, and all amendments to the prior forms of the AUP, as of the effective
date of their publication by BlueHornet. If any change made to the AUP by BlueHornet in this manner is unacceptable to Company,
Company’s only recourse will be to terminate this Agreement upon notice to BlueHornet, provided such notice of termination will
only be effective if received by BlueHornet within fifteen (15) calendar days of the effective date of the new version of the AUP.
BlueHornet Website: BlueHornet’s World Wide Web site located at http://www.bluehornet.com.
Content: Any data, images, programming, computer code, photographs, illustrations, graphics, audio clips, video clips, or text used
on the Site(s) and/or provided to BlueHornet by Company for incorporation into and/or transmission or posting using the Web
Services, including, but not limited to, any and all marketing, advertising, and promotional materials, technical information, and
Monthly Service Fees: Those certain recurring monthly fees payable to BlueHornet for the use of and access to required and
recommended portions of the Web Services, in the specific amounts as set forth in Appendix 2 (”Fees and Payments”) and elsewhere
within this Web Services Agreement.
version on the BlueHornet Website and notifying Company of such new version either via a notice posted on the BlueHornet Website
Company, Company’s only recourse will be to terminate this Agreement upon notice to BlueHornet, provided such notice of
termination will only be effective if received by BlueHornet within fifteen (15) calendar days of the effective date of the new version
Recipient: Any person to whom Company or Company’s Authorized Users send communications using the Web Services.
Site(s): Company’s World Wide Web site(s), as identified on the first page of this Agreement.
BlueHornet v07.01 (0212) BlueHornet Confidential Page 3 of 7
Web Services Agreement
Appendix 2 to Web Services Agreement
Fees and Payments
Fees Payable to BlueHornet (included services are checked; items without checkmarks are not included)
One-Time Estimated Monthly
Fee Component – Base Services Commitment Level
Fee Service Fee
QuickStart Fee Per Account $500
@ Level Per Month; ($210 per month
Minimum Monthly Commitment Monthly E-mail Commitment + $0.01
Volume of 50,000 per additional e-
One-Time Estimated Monthly
Selected? Fee Component – Ancillary Services Commitment Level
Fee Service Fee
BlueHornet API License Fee 3 Per Company Per Month $500 $250
Premium Sender Program Fee 4 Per Month Per IP Address $500 $250
Package Plan E1; $1,470 per month
Delivery Management (SureSend™) per Month (includes Ten (10) (plus $35 per
Service Level 5 Tests and Four (4) hours of additional Test per
consulting services per month) month)
See note below (3 hour
Additional Professional Services 6 TBD
QuickStart Fee - a one-time fee for activation of Company’s account. Includes creation of Account ID, username, and password,
and access to unlimited web-based video product training.
Minimum Monthly Commitment – Minimum monthly fees based on Company’s forecasted monthly sending volume and level. This
forecast dictates pricing level commitment, minimum # of email messages per month and price per email message. Actual monthly
invoice amount will be Monthly Minimum Fee @ contracted price per email message or greater based on actual number of
messages sent through BlueHornet’s eMarketing Engine. See Monthly Volume Pricing Table below for more details.
BlueHornet API License Fee – a monthly license fee for use and support for Customer Database Integration Tools (API Access,
XML & Posting Scripts) to maintain control and handle data transfers in real time to eliminate the need for manual imports and
exports. If this box is checked, in addition to the license granted in the Agreement, for the term of this Agreement BlueHornet
grants Company (including Company’s Authorized Users) a non-transferable, non-exclusive, non-sublicensable, non-assignable,
revocable, limited right and license to use the BlueHornet API solely in connection with Company’s use of the Web Services.
Premium Sender Program Fee – a monthly license fee for each dedicated IP Address and monitoring/support.
Delivery Management (SureSend™) Service Level - billed on a monthly basis by delivery management service level selected.
Service level selected and actual monthly amount for this service are indicated in table above. See below for greater detail on this
Additional Professional Services – Provided upon written request. Company may require additional professional services requested
to BlueHornet and provided hereunder, and will be charged at a rate of $275.00 per hour for Strategic Services (including without
limitation delivery management and privacy consulting); $250.00 per hour for engineering/development resources; $175.00 per
hour marketing services; $125.00 per hour for creative resources services; and $100.00 per hour for project management services.
Additional professional services may include, but are not limited to, eMarketing services including Delivery Management, Creative
and other additional professional services (managed integration, API Services, etc.), BlueHornet Customer Rewards Program,
BlueHornet Invite Tool, vertical market expertise, best practice consulting services. Additional professional services hours incurred
will be billed on a monthly basis with a minimum of three (3) hours per engagement. All hourly rates are stated in US Dollars.
Professional Services hours incurred will be billed on a monthly basis. With respect to third-party resources, BlueHornet will fully
scope and document all projects requiring third-party resources before client sign-off, with fifty percent (50%) of project costs to be
billed in advance and fifty percent (50%) upon completion. In an effort to keep our rates competitive and efficiencies high, all
BlueHornet v07.01 (0212) BlueHornet Confidential Page 4 of 7
Web Services Agreement
professional services MUST HAVE written approval by Company before BlueHornet will begin work on a project. Timelines for
completion will be adjusted accordingly if Company’s written approval is delayed.
Monthly Commitment Level Options
Plan 1 Plan 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 7 Advanced Enterprise
license $28 $87.50 $140 $210 $280 $350 $560 $840 $1,540
messages 1,000 10,000 25,000 50,000 75,000 100,000 250,000 500,000 1,250,000**
additional $0.01 $0.01 $0.01 $0.01 $0.01 $0.005 $0.005 $0.005 $0.005
In the event BlueHornet and Company desire to establish levels above Level 17, BlueHornet and Company shall mutually agree in
writing or by email upon any such additional levels to apply to this Agreement.
Delivery Management (SureSend™) Service
BlueHornet’s SureSend™ service (the “SureSend Service”) provides Company with tools to track email delivery rates and resolve
sending issues. The SureSend Service provided to Company shall be the Package Plan specified in the table above, which consists of
(a) A certain number of included deliverability tests per month (as specified in the table above) selected by Company in any
combination of the tests listed below (the “Tests”), with additional tests available for the incremental fee per additional Test
requested specified in the table on the first page of this Appendix 2:
US B2C or B2B Deliverability Test
International Deliverability Test
Content Scorer Test
HTML Validation Test
Email Browser Rendering Test
(b) A certain number of included hours of consulting services per month (as specified in the table on the first page of this Appendix
2) which may include any of the following (additional consulting services requested by Company in addition to the included
hours of consulting services per month shall be considered Additional Professional Services and shall be billed to Company at the
rate specified for such services in this Appendix 2):
Strategic Report Generation – If requested by Company, BlueHornet will compile email delivery results for Company’s
email campaigns sent through the BlueHornet service and presented in a Delivery Optimization Report on a monthly basis
with graphical representation of test results with comments and recommendations.
Bounce Trend Analysis – If requested by Company, BlueHornet will analyze Company’s bounce logs to identify trends in
bounce reason codes in order to provide insights into steps that Company may take to resolve bounce-back issues.
Mailing Impact Analysis – If requested by Company, BlueHornet will analyze and break down test results to show mailing
impact at the ISP level, including where mail was blocked, filtered to spam folder, and/or delivered to the inbox, with such
analysis to be provided to Company on a monthly report.
Recommendations and Best Practice Information - If requested by Company, based on test results and analysis, BlueHornet
will make recommendations to Company to drive ongoing delivery improvements, and will proactively share best practice
information to enable Company to stay up-to-date on rapidly changing delivery standards and procedures.
Issue Mediation and Resolution Management – If requested by Company, BlueHornet will use commercially reasonable
efforts to leverage its relationships with major ISPs to resolve deliverability issues with Company’s email campaigns.
BlueHornet v07.01 (0212) BlueHornet Confidential Page 5 of 7
Web Services Agreement
Payments to BlueHornet
Company agrees to pay BlueHornet those Account Activation Fees, Monthly Service Fees, and other fees and amounts specified in
this Agreement. BlueHornet shall promptly enable Company’s access to the Web Services upon Company’s payment of any
applicable One-Time Fees and/or Activation Fees (as applicable).
Unless otherwise specified, all invoiced amounts for Monthly Service Fees shall be due and payable no later than thirty (30) days from
the date of the subject invoice. Each payment of any and all fees and charges due hereunder shall be made in electronic format, by
either ACH, wire transfer, check or such other means as may be reasonably acceptable to BlueHornet. If Company does not object in
writing to an invoiced amount within thirty (30) calendar days of a given invoice or statement, Company shall be deemed to have
acknowledged the correctness of that invoice or amount and to have waived its right to dispute that invoice or amount. Late payments
will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum amount permitted by law, whichever is
less. Company shall be liable for all collection expenses incurred by BlueHornet, including reasonable attorneys’ fees. Company’s
dispute as to a portion of any invoice or amount owed shall not give Company the right to withhold or delay payment of the whole
invoice or amount owed. BlueHornet will have no obligation to perform any of its obligations under this Agreement if Company fails
to make any timely payment, following its receipt of notice of the nonpayment and a five (5) business day opportunity to cure, and
BlueHornet will have the right in its sole discretion, without liability to Company, to either (a) suspend performance of any of its
obligations under this Agreement for so long as the payment remains outstanding, or (b) terminate this Agreement.
In addition to any other payments due under this Agreement, Company shall pay, indemnify, defend, and hold BlueHornet harmless
from and against any and all taxes in the nature of sales, use, excise, import or export, value-added or similar tax or duty that may be
imposed on the Web Services provided by BlueHornet hereunder, specifically excluding any taxes based on, measured by or with
respect to the net or gross income of BlueHornet.
BlueHornet and Company will mutually agree in writing on any change to Company’s Commitment Level or additional services to be
provided by BlueHornet. BlueHornet may only adjust the Monthly Service Fee payable by Company under this Agreement effective
as of the commencement of a renewal term, and in each event upon advance notice of not less than thirty (30) calendar days prior to
the commencement of such renewal term. Company may terminate this Agreement upon written notice to BlueHornet within thirty
(30) calendar days of its receipt of such notice from BlueHornet to adjust the Monthly Service Fees; provided, however, that if
Company fails to object to such adjustment in writing within the foregoing thirty (30) calendar days, then Company will be deemed to
have agreed to the adjustment.
Unless otherwise provided in this Agreement, any additional services rendered by BlueHornet at Company’s request shall be at
BlueHornet’s current “time and materials” rate(s) as published by BlueHornet. BlueHornet reserves the right to adjust such rates from
time to time upon notice to Company (any such changes shall apply to any additional services required by Company, but not to
additional services being performed as of the date such change becomes effective).
BlueHornet v07.01 (0212) BlueHornet Confidential Page 6 of 7
Web Services Agreement
Appendix 3 to Web Services Agreement
Description of Web Services
The Web Services permit Company to contact recipients (including but not limited to Company’s customers) by e-mail in accordance
with certain customizable specifications established by such users, as well as permission-based data collection and management.
BlueHornet will provide for an initial bulk upload of Company's End User database (the “List”). Company shall retain ownership of
the List (including any derivatives thereof), and grants BlueHornet the right to use the List solely to perform the managed email
service described in this Section, and only for the benefit of Company. Company will have access to a control panel that provides List
management services for uploads and downloads of new names and End Users who have unsubscribed from the List. Upon the
written request of Company, BlueHornet will also collect and provide Company with email addresses of End Users and/or potential
End Users at the Company’s Site using BlueHornet's "Name Collection Tool" for no additional fee.
Base Web Services consist of:
eMS System Control Panel Smart List™ Builder & Management Tools
Remember Me Log-in Event-Triggered Messaging
Rich Text Editor Survey Wizard
Template Library Forward to a Friend
Image Library Sub Account Management Tools
Import/Export Tools Campaign & Cross Campaign Reporting
Email Personalization System Help & User Guide
Email Filtering Standard Customer Service & Technical Support
Segmentation & Search Tools Email Creation Tools
Dynamic Content Permission-Based Data Collection & Management
These applications allow the user to send e-mail messages with a variety of options using an online database application to store End
Company may desire features that are not provided hereunder. In such event, Company should contact its BlueHornet representative
for more information about customized applications. Professional services (including delivery management, creative, managed
integration, API services, etc.), the BlueHornet Customer Rewards Program, on-site consultation services, and the BlueHornet Invite
Tool are not included in the Web Services but may be provided for an additional fee upon mutual agreement by BlueHornet and
BlueHornet may improve or add new or changed features or functionality (or both) to the Web Services from time to time without
notice, but shall not materially vary from the above-listed standard Web Services features and functionality during the term of this
BlueHornet v07.01 (0212) BlueHornet Confidential Page 7 of 7