Master Services & Subscription Agreement
Silva Growth LLC · The English version controls · Versão em português: /termos
MASTER SERVICES & SUBSCRIPTION AGREEMENT
Silva Growth LLC, a Massachusetts limited liability company (the "Provider," "we," "us")
This Master Services & Subscription Agreement (the "Agreement") governs all services ordered by the client identified in an Order Form or online checkout (the "Client," "you"). By clicking "I agree," signing an Order Form, or paying an invoice, you accept this Agreement.
A Portuguese translation of this Agreement is provided as a courtesy. In case of any conflict, THIS ENGLISH VERSION CONTROLS. / Uma tradução em português deste Contrato é fornecida por cortesia. Em caso de conflito, ESTA VERSÃO EM INGLÊS PREVALECE.
1. DEFINITIONS
"Order Form" means any ordering document, online checkout, or proposal referencing this Agreement. "Services" means the services described in an Order Form, which may include: (a) Website Services — design, build, hosting, and maintenance of a website, billed as a monthly subscription; (b) Domain Services — registration, renewal, and management of internet domain names on Client's behalf (Section 7); (c) Advertising Services — management of paid advertising campaigns; and (d) Brand Kit Services — design deliverables and, where ordered, physical printed materials. "Registrar Requirements" means the domain registration agreement of Provider's registrar of record, the ICANN Registrar Accreditation Agreement, ICANN consensus policies (including the UDRP, URS, Transfer Policy, and Expired Registration Recovery Policy), and applicable registry policies, each as amended from time to time.
2. SERVICES; WHITE-LABEL DELIVERY
2.1 Provider will perform the Services described in each Order Form with reasonable skill and care.
2.2 Third-party suppliers. Client acknowledges and agrees that Provider delivers the Services using third-party infrastructure, software, registrars, printers, and payment platforms selected by Provider in its discretion (collectively, "Suppliers"). Provider is Client's sole contracting party and sole point of contact; Provider — not any Supplier — is responsible to Client for the Services. Provider may change Suppliers at any time without notice, provided the Services are not materially degraded. Provider does not represent that it owns or operates the underlying infrastructure. Client's payment obligations run solely to Provider, and Provider's payments to Suppliers are Provider's own obligations.
2.3 Advertising disclaimer. Advertising Services involve platforms whose algorithms, policies, pricing, and account decisions are outside Provider's control. Provider does not guarantee any leads, sales, rankings, traffic, or return on ad spend. Amounts payable to advertising platforms for media spend are Client's responsibility and are separate from Provider's fees unless the Order Form says otherwise.
3. TERM; AUTOMATIC RENEWAL
3.1 Term. This Agreement starts on acceptance and continues while any Order Form is active.
3.2 AUTOMATIC RENEWAL — MONTHLY SUBSCRIPTIONS. Website Services and other monthly subscriptions are billed monthly in advance at the rate in the Order Form (e.g., US $70.00/month) and RENEW AUTOMATICALLY EACH MONTH UNTIL CANCELLED. You may cancel at any time as described in Section 6.
3.3 AUTOMATIC RENEWAL — ANNUAL TERMS (INCLUDING DOMAINS). Domain registrations and any annual-term service RENEW AUTOMATICALLY EACH YEAR UNTIL CANCELLED. For every term of one year or longer, Provider will send a renewal notice to Client's email on file at least twice, approximately 40 days and 20 days before the renewal date, stating the service, the renewal price, the renewal date, and how to cancel.
3.4 Annual reminder. For continuous monthly subscriptions, Provider will send at least once per calendar year a reminder stating what Client is paying, how often, and how to cancel.
3.5 Consent. Provider will not charge a recurring fee unless Client has, before billing information was collected, (a) received a clear and conspicuous disclosure of the price, billing frequency, automatic-renewal terms, and cancellation method, and (b) affirmatively consented to the automatic renewal by a separate, unchecked checkbox or equivalent affirmative act. Provider will deliver a post-purchase acknowledgment of these terms in a form Client can retain.
3.6 Price changes. Provider may change recurring fees upon at least 30 days' prior written notice. The new price applies only to billing periods starting after the notice period. If Client does not agree, Client may cancel before the new price takes effect.
4. FEES; PAYMENT; CARD AUTHORIZATION
4.1 Payment method. Client authorizes Provider (through its payment platform) to store Client's payment method and to charge it automatically for: recurring subscription fees on each billing date; domain renewal fees; one-time fees stated in an Order Form; the Reactivation Fee described in Section 5 (if incurred); and applicable taxes. This authorization remains in effect until Client cancels the Services or revokes it, whichever is earlier. Provider will provide Client a copy of this authorization (this Agreement and the acknowledgment email serve as that copy) and a receipt for each charge.
4.2 Taxes. Fees are exclusive of sales and similar taxes. Where Provider is required to collect tax, it will be itemized and added at checkout.
4.3 Refunds. Except as expressly stated in this Agreement or required by law, fees are non-refundable once the billing period has started. Domain registration and renewal fees are non-refundable once submitted to the registry.
4.4 Media spend. Client is solely responsible for amounts owed to advertising platforms.
5. FAILED PAYMENTS; SUSPENSION; REACTIVATION FEE
5.1 Dunning. If a recurring charge fails, Provider will notify Client by email and retry the charge. Provider will send at least two written notices over a period of at least 10 days before any suspension.
5.2 Suspension. If payment remains outstanding 14 days after the first failed charge, Provider may suspend the Services (including taking the website offline) until payment is made. Suspension does not terminate this Agreement, and fees do not accrue for whole billing periods during which Services remain suspended for nonpayment.
5.3 REACTIVATION FEE. If Services are suspended for nonpayment and Client asks to restore them, Provider will charge a one-time Reactivation Fee of US $25.00 in addition to the past-due balance. This fee is an administrative charge that reflects Provider's actual costs of processing failed payments and manually restoring service; it is not a penalty. It is charged at most once per suspension event, is disclosed at signup and in every past-due notice, and will be refunded if the suspension resulted from Provider's error.
5.4 Domains during delinquency. If Client is delinquent, Provider may decline to renew Client's domain only after giving at least two written warnings and at least 15 days' notice that the domain will lapse. Section 7.8 governs the consequences of expiration.
6. CANCELLATION
6.1 How to cancel. Client may cancel any subscription online through the Client portal at https://silvagrowth.com/dashboard via a prominently displayed cancellation option, in the same medium used to sign up, without being required to call or chat, or by email to hello@silvagrowth.com. Cancellation takes effect no later than the end of the then-current billing period; no further charges will be made after the effective date. Provider will confirm every cancellation in writing.
6.2 Effect. Upon cancellation of Website Services, Provider will, on request, provide Client an export of Client Content (Section 8.2) and, for domains, the portability rights in Section 7.6 apply. Provider may delete hosted materials 60 days after termination.
6.3 Termination for cause. Either party may terminate an Order Form if the other materially breaches and fails to cure within 15 days of written notice. Provider may terminate immediately for Client's unlawful use or violation of Section 7.4.
7. DOMAIN NAME SERVICES
7.1 Holder of record; license. Domains ordered by Client are registered through Provider's account with an ICANN-accredited registrar selected by Provider. Provider is the registered name holder ("holder of record") of the domain, and Client is a third-party licensee. Provider grants Client an exclusive license to use the domain for the duration of the applicable Order Form, conditioned on payment and compliance with this Section. As between Provider and Client, Client is the beneficial owner of the domain, and Provider holds it solely as administrator for Client's benefit, subject to the Registrar Requirements.
7.2 Pass-through of Registrar Requirements. Client agrees to be bound by, and to comply with, all applicable provisions of the Registrar Requirements as if Client were the registrant, including without limitation: (a) the Uniform Domain-Name Dispute-Resolution Policy (UDRP) and Uniform Rapid Suspension System (URS); (b) the ICANN Transfer Policy, including 60-day transfer locks following initial registration, a prior transfer, or a change of registrant data; (c) the Expired Registration Recovery Policy; (d) registry and sponsoring-registrar policies for the applicable TLD, as amended from time to time; and (e) data-processing terms requiring collection, publication, escrow, and disclosure of registration data. Client acknowledges that the registrar, registry operator, or ICANN may deny, cancel, suspend, lock, transfer, or modify a domain in their discretion to comply with law, resolve disputes, or address abuse, and that neither they nor Provider will be liable to Client for such actions taken under the Registrar Requirements.
7.3 Accurate information. Client will provide complete, accurate, and current contact information, will notify Provider of any change within 5 days, and will respond to any accuracy inquiry from Provider within 5 days (so Provider can meet its 7- and 15-day upstream deadlines). Client acknowledges that providing inaccurate information, or failing to respond, is a material breach and may result in suspension or cancellation of the domain without refund.
7.4 Acceptable use. Client represents that the registration and use of the domain do not infringe any third party's rights and warrants that the domain will not be used for any unlawful purpose, including malware distribution, botnets, phishing, piracy, trademark or copyright infringement, fraud, or counterfeiting.
7.5 DISCLOSURE OF CLIENT'S IDENTITY. Client acknowledges that, as holder of record, Provider accepts liability for harm caused by wrongful use of the domain unless Provider discloses the licensee's identity and contact information to a party providing reasonable evidence of actionable harm. Client expressly consents that Provider may, and will, disclose Client's identity and current contact information within seven (7) calendar days to any party presenting reasonable evidence of actionable harm arising from the domain's use. Client will keep its contact information current with Provider for this purpose.
7.6 Portability (transfer-out). The domain belongs beneficially to Client. Upon Client's written request, and subject only to (a) payment of undisputed outstanding domain fees (not other service fees) and (b) ICANN-mandated lock periods, Provider will: unlock the domain, deliver the transfer authorization (auth/EPP) code, update registrant data as needed, and approve the gaining registrar's request — each within 5 business days of Client's request. Provider will not withhold, delay, or condition a transfer to obtain leverage over unrelated disputes. Client acknowledges ICANN rules may make transfers take up to 5 additional business days and prohibit transfers within 60 days of registration, a prior transfer, or registrant-data changes.
7.7 Continuity. Provider will keep auto-renewal enabled and its payment method current for all Client domains that are paid up. If Provider ceases business, becomes insolvent, or is unresponsive to Client for more than 30 consecutive days, Client is hereby pre-authorized to receive the auth codes for its domains, and Provider pre-consents to the transfer of all such domains to accounts designated by Client. Provider will maintain a current internal record of each Client's domains, expiry dates, and transfer instructions, accessible to a designated successor. This Section 7.7 and Section 7.6 survive termination of this Agreement.
7.8 Renewal risk. While Client is paid up, Provider is responsible for timely renewal and will forward or relay expiration notices; if a paid-up Client's domain lapses due to Provider's failure to renew, Provider will bear the redemption/re-acquisition costs, subject to Section 10's cap and to the reality that rights in an expired domain cease at expiration and recovery may be impossible. If Client is delinquent (Section 5.4), Client bears all consequences of expiration. Registry price increases at renewal may be passed through to Client's renewal price with notice under Section 3.6.
7.9 Registrar constraints. Client acknowledges: nameservers are managed by Provider's infrastructure and cannot be separately changed while the domain remains in Provider's registrar account; WHOIS data is redacted by default; and premium or regulated TLDs may carry additional registry requirements that also pass through to Client.
7.10 Indemnity (domains). Client will indemnify, defend, and hold harmless Provider and its registrar, sponsoring registrars, registry operators, ICANN, and their respective directors, officers, employees, and agents from all claims, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to the domain's registration or Client's use of the domain, including UDRP/URS proceedings. This obligation survives termination.
8. INTELLECTUAL PROPERTY; CLIENT CONTENT
8.1 Deliverables. Upon full payment, Client owns the final creative deliverables produced specifically for Client (site design, brand kit artwork, ad creatives). Provider retains ownership of its pre-existing materials, templates, frameworks, and tools, and grants Client a perpetual, non-exclusive license to them as embedded in the deliverables. Provider may not reuse Client's logos or confidential information for other clients. While any subscription fees are unpaid, deliverables are licensed, not owned.
8.2 Client Content. Client retains ownership of content it provides (text, images, trademarks) and grants Provider a license to host, display, and process it to perform the Services. Client warrants it has the rights to all Client Content and that it does not infringe third-party rights or violate law.
8.3 Portfolio. Provider may identify Client and display the delivered work in its portfolio unless Client opts out in writing.
9. DATA; PRIVACY
Provider processes Client's business contact and billing data, and end-user data collected by Client's website, as described in Provider's Privacy Policy at https://silvagrowth.com/privacy. Client is responsible for its own website's legal pages (privacy policy, terms) unless ordered as a Service. Data may be processed in the United States and Brazil.
10. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
10.1 Warranty. Provider warrants the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.2 Third-party dependence. The Services depend on Suppliers (hosting, DNS, registrars, payment and advertising platforms). Provider's obligations for uptime, availability, and data durability are limited to the service levels and remedies actually provided by its Suppliers. For any outage or loss caused by a Supplier, Client's sole remedy is Provider passing through the credits or remedies (if any) that Provider actually receives from the Supplier for Client's affected Services. Provider is not liable for acts, omissions, outages, policy decisions, or account terminations of Suppliers or advertising platforms.
10.3 Cap. EXCEPT FOR CLIENT'S PAYMENT AND INDEMNITY OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITS DO NOT APPLY WHERE PROHIBITED BY LAW.
11. INDEMNIFICATION
Client will indemnify, defend, and hold harmless Provider from third-party claims arising from (a) Client Content, (b) Client's products, services, or business practices, (c) Client's use of the domain (Section 7.10), or (d) Client's violation of law. Provider will indemnify Client against third-party claims that deliverables created solely by Provider infringe US copyright, up to the cap in Section 10.3. The indemnifying party controls the defense; the indemnified party must give prompt notice and reasonable cooperation.
12. DISPUTE RESOLUTION; GOVERNING LAW
12.1 Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts rules.
12.2 Informal resolution first. The parties will try in good faith to resolve any dispute within 30 days of written notice before starting any proceeding.
12.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or Consumer Rules if applicable), seated in Worcester County, Massachusetts, in English, before one arbitrator. Judgment may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court. Provider will pay arbitration filing fees exceeding the cost of filing in small-claims court for claims under $10,000.
12.4 CLASS ACTION WAIVER. ALL PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
13. GENERAL
13.1 Language. This Agreement is executed in English with a Portuguese courtesy translation. The English version controls.
13.2 Authority; age. The person accepting represents that they are at least 18 years old and authorized to bind the Client business identified at checkout.
13.3 Electronic acceptance. The parties agree to contract electronically. Client's click of "I agree," checkout completion, or e-signature has the same force as a handwritten signature. Client consents to receive all notices, terms, and records electronically at the email on file, may request a paper copy at hello@silvagrowth.com (provided free), and may withdraw electronic-delivery consent by the same means (in which case Provider may terminate Services that cannot practically be delivered otherwise). Minimum requirements: a current email account and standard browser/PDF software.
13.4 Notices. To Client: the email on file. To Provider: hello@silvagrowth.com and 201 Windsor Ridge Dr, Westborough, MA 01581. Notices are effective when sent, absent bounce.
13.5 Assignment. Client may not assign without consent (not unreasonably withheld). Provider may assign to an affiliate or successor in a sale of the business; Sections 7.6–7.7 obligations bind any successor.
13.6 Force majeure; entire agreement; severability; waiver; survival. Neither party is liable for delay due to causes beyond reasonable control (nonpayment excepted). This Agreement plus Order Forms is the entire agreement and supersedes prior discussions. If a term is unenforceable, the rest stands. Failure to enforce is not waiver. Sections 5.3, 7.5–7.8, 7.10, 8, 10, 11, 12 survive termination.