Web Site Hosting Agreement

 

THIS WEB SITE HOSTING AGREEMENT ("Agreement") is made and entered into on this _____ day of ___________________, _______ (the "Effective Date") by and between  by and between __________________ ("Web Site Owner") and _________________  ("Web Site Host"). 

 

WHEREAS, Web Site Host[Section Deleted - Included In Full Licensed Version

 

WHEREAS, Web Site Host maintains servers, software, and other equipment necessary to provide web site hosting services.

 

WHEREAS, Web Site Owner is the owner of all rights in and to a certain web site as described in Exhibit "A" attached hereto.

 

WHEREAS, Web Site Owner is the owner of the Internet domain name identified in Exhibit "A" attached hereto which Web Site Owner represents and warrants does no[Section Deleted - Included In Full Licensed Version trademark or other proprietary rights of any other party.

 

WHEREAS, Web Site Owner wishes to have the Web Site Host provide hosting services for its Web Site subject to the terms and conditions set forth in this Agreement.

 

NOW THEREFORE, in consideration of th[Section Deleted - Included In Full Licensed Versionts and agreements of the parties as set forth in this Agreement, the parties hereby agree as follows:

 

ARTICLE I

Provision of Web Hosting Services

 

For the entire term of this Agreement, subject to the terms and conditions set forth in this Agreement, Web Site Host hereby agrees to provide the following web site hosting services (the "Hosting Services") to the Web Site Owner:

 

1.1              Provide Web Page Owner with no more that ______ megabytes of disc space on the Web Site Host's web site server.  Such disc space shall be used solely for the purpose of storing the Web Site and data files that are actively used in connection with the Web Site of the Web Site Owner.  Su[Section Deleted - Included In Full Licensed Versionlability in the reasonable discretion of the Web Site Host, the Web Site Owner may secure additional server storage space at the rate of $_____ per megabyte per month.

 

1.2              Provide Web Page Owner with no more that ______ megabytes of monthly data transfer bandwidth.  Subject to availability in the reasonable discretion of the Web Site Host, the Web Site Owner may secure additional megabytes of bandwidth per month at the rate of $___[Section Deleted - Included In Full Licensed Versionth.

 

1.3              Provide Web Site Owner with no more that ______ POP3 E-mail accounts. Additional e-[Section Deleted - Included In Full Licensed Versionts may be purchased for per month per account.

 

1.4              Provide access via the Internet to users of Web Site Owner's Web Site, with such access being provided approximately 24 hours per day, with significant downtime only for norm[Section Deleted - Included In Full Licensed Versionaintenance, hardware or communication problems, replacement or upgrading of system components, normal power outages, and other usual factors that may effect downtime and which are not created by the gross negligence of the Web Site Host.  Wherever pos[Section Deleted - Included In Full Licensed Versionite Host will communicate expected downtimes to Web Site Owner in advance.

 

1.5              Provide online access by Web Site Owner to raw log files and [Section Deleted - Included In Full Licensed Versionge statistic related to the Web Site within the capabilities of Web Site Hosts equipment and software.

 

1.6              Perform and retain backup of the Web Site and all associated data files periodically based on Web Site Host’s normal backup schedule and following any significant changes that are made to the Web Site and reported to Web Site Host in writing.

 

1.7              Host will maintain _______ redundant T3 connections t[Section Deleted - Included In Full Licensed Versionnet  on diverse backbones.

 

ARTICLE II

Changes To Owner's Web Site

 

2.1 Web Site Host will provide File Transfer Protocol gateway which is password protected and which permits Web Site Owner or their authorized representatives to access and modify the Web Site.  Web Site Owner will be given access to such password to permit access to the Web Site Owner's Web Si[Section Deleted - Included In Full Licensed Versionwner may not change or modify the password in any way during the term of this Agreement.  Web Site Host shall likewise retain possession of such pas[Section Deleted - Included In Full Licensed Version

 

2.2  Web Site Owner may access through such FTP gateway using the password for the purpose of modifying its Web Site.  Notwithstanding the above, the grant of access and the ability[Section Deleted - Included In Full Licensed Version not be applicable except in compliance with the terms of a valid licensing agreement, in the event that the Web Site was created as a "work for hire," or in the event that the copyright to the Web Site has been assigned to the Web Site Owner if Web Site Host created such Web Site.

 

 

ARTICLE III

Price and Payment

 

3.1  In exchange for the Hosting Services to be provided by the Web Site Host pursuant to the terms of this Agreement, Web Site Owner shall pay an annual hosting fee of[Section Deleted - Included In Full Licensed Versiony Hosting Fee is payable in equal monthly installments which are payable on or before the first (1st) day of each month during the term hereof.

 

3.2 The Hosting Fee shall be solely for the Hosting Services described in this Agreement and shall not pertain to any other services that Web Site Host may provide to the W[Section Deleted - Included In Full Licensed Versionvice.

 

 

ARTICLE IV

Representations And Warranties of Web Site Owner

 

4.1 Owner represents and warrants to Host that: (a) Owner owns or has the right to use all material contained in the Web Site, including  all text, graphics, sound, video, programming, scripts and applets; and (b) the use, reproduction, distribution, and transmission of the Web Site, or any  information or mat[Section Deleted - Included In Full Licensed Versionemark, trade secret, or any other proprietary rights of  a third party; (ii) violate any criminal laws; (iii) constitute false advertising, unfair competition,  defamation, an invasion [Section Deleted - Included In Full Licensed Versionivacy, violate a right of publicity, or violate any other law or  regulation.

 

4.2 Web Site Owner acknowledges the terms of the Digital Millen[Section Deleted - Included In Full Licensed Versionns on the part of Web Site Host in the event of a notice from any third party that the Web Site infringes upon the rights of any third party.  Web Site Owner consents to the Web Site Host following the procedures outlined in the Act in the event of a claimed infr[Section Deleted - Included In Full Licensed Versionite Owner understands and agrees that Web Site host’s compliance with the Act may result in the Web Site being taken off line.  Web Site Owner indemnifies and holds the Web Site Host harmless from and against any and all damages that may result from the Web Site Host’s good faith [Section Deleted - Included In Full Licensed Versionh the terms of the Act.

 

ARTICLE V

Limitations of Warranties and Liability

 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMEN[Section Deleted - Included In Full Licensed VersionT DISCLAIMS ANY AND  ALL EXPRESS WARRANTIES. WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND  IMPLIED WARRANTIES OF MERCHANTABILITY. HOST WILL NOT BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY  CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SIMILAR DAMAGES, OR, OTHER THAN AS  SET FORTH IN THIS AGREEMENT, FOR CLAIMS OF DAMA[Section Deleted - Included In Full Licensed VersionTION, WHETHER IN  CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF IT HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION  OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE  PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH  THIS AGR[Section Deleted - Included In Full Licensed VersionNT WILL HOST'S LIABILITY EXCEED THE TOTAL PRICE, AS DEFINED IN THIS  AGREEMENT.

 

ARTICLE VI

Right to Monitor and Remove Unacceptable Sites

 

Host has the right to monitor the Web Site, and in its sole discretion to rem[Section Deleted - Included In Full Licensed VersionHost  finds objectionable for any reason, without prior notice to O[Section Deleted - Included In Full Licensed Versioner.

 

ARTICLE VII

Indemnification

 

Owner is solely responsible for any liability arising out of or related to the Web Site. Owner agrees to  indemnify and hold Host harmless from and against any and all liabilities, losses, damage[Section Deleted - Included In Full Licensed Versionexpenses, including reasonable attorney fees and experts' fees, associated with any claim or action brought  against Host related to or arising out of the Web Site or Owner's breach of its warranties under this  Agreement. This indemnification agreement w[Section Deleted - Included In Full Licensed Versionation of this Agreement.

ARTICLE VIII

Term of Agreement

 

This  Agreement will take effect on the Effective Date and remain in effect for a  period of _____ (___) months/years, unless sooner terminated pursuant to the terms hereof.

 

ARTICLE IX

Termination

 

Either Party may  terminate  this  Agreement, with or without cause, upon ____ days prior written notice to the other party.  Termination of this Agreement prior to the end of the term hereof shall not effe[Section Deleted - Included In Full Licensed Versionite Owner to continue to pay the entire hosting fee hereunder through the entire term hereof.

 

 

ARTICLE X

Miscellaneous

 

10.1          This Agreement may not be assigned by either Party or by operation of law to any other person, firm,  or entity without the express written approval of the other Party.

 

10.2          This Agreement may be amended at any time and from time to[Section Deleted - Included In Full Licensed Versionny amendment must be in  writing and signed by each Party to be bound.

 

10.3          Either Party will be excused from delays in performing or from failing to perform its obligations  under this Agreement to the extent they act diligently to remedy the cause of the delay or failure.

 

10.4          This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the  Parties, and no rule of construction or interpretation shall apply against any particular P[Section Deleted - Included In Full Licensed Versionn a  contention that the Agreement was drafted by one of the Parties. This Agreement shall be construed and  interpreted in a neutral manner.

 

10.5          If any term, provision, covenant, or condition of this Agree[Section Deleted - Included In Full Licensed Versiontent  jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect  and shall in no way be affected or invalidated.

 

10.6          This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement  of the Parties relating to the rights granted and obligations assumed herein. Any [Section Deleted - Included In Full Licensed Versionr  modifications concerning this instrument shall be of no force or effect unless contained in a subsequent  written modification signed by the Party to be charged.

10.7          This Agreement shall be governed. construed and interpreted in accordance with the laws of the State  of __________ (without respect to principles of conflicts of law), and  the Parties [Section Deleted - Included In Full Licensed Versionby submit to jurisdiction of and ve[Section Deleted - Included In Full Licensed Versionate of __________  in any legal proceeding necessary to interpret or enforce this Agreement or any part of  this Agreement.

 

10.8          In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual  costs and attorney fees and all other litigation costs, including expert witness fees, and all actual attorney  fees and litigation costs incurred in connection with the enforcement of a judgment arising from such  action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of  t[Section Deleted - Included In Full Licensed Versionate of __________ in any legal proceeding arising  regarding this Agreement.

 

10.9          As used in this Agreement, the following terms shall have the meanings ascribed to them below:

 

(a)                The term "Browser" refers to a program used to provide in[Section Deleted - Included In Full Licensed Versionl access to sites on the  World Wide Web.

(b)               The term "Internet" refers to the global network of computers using the TCP/IP protocol for  communication.

(c)                The term "Web" refers to the World Wide Web. The Web is a graphical interface used to access sites  on the Internet.

(d)               The term "Web Site" refers to a series of interconnected [Section Deleted - Included In Full Licensed Version

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth abov[Section Deleted - Included In Full Licensed Versioning to be legally bound by the terms hereof.

 

[Signatures]