Web Hosting Service Agreement

Web Hosting Service Agreement

This Web Hosting Service Agreement (the "Agreement") is entered into as of by and between Service Provider: , located at ; and Client: , located at .

RECITALS

WHEREAS, Provider is engaged in the business of providing web hosting, server management, and related infrastructure services, and represents that it has the technical expertise, personnel and resources necessary to provide such services to Client in accordance with this Agreement;

WHEREAS, Client desires to procure from Provider certain hosting services and related support as more particularly described in this Agreement, and Provider agrees to provide such services on the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the hosting services to be provided by Provider to Client.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the web hosting, managed infrastructure, monitoring, backup, support and ancillary services described in Section 2 and in any Service Order attached to or incorporated into this Agreement.

1.2 "Service Order" means a written or electronic order form executed by the parties specifying the Services, Service Levels, Fees and any special terms that supplement this Agreement.

2. SERVICES

2.1 Scope. Provider shall provide the Services specified in the applicable Service Order. The core Services include hosting of Client content on Provider infrastructure, routine monitoring, operating system updates as agreed, and remote technical support as set forth herein.

3. SERVICE LEVELS

3.1 Availability Commitment. Provider shall use commercially reasonable efforts to make the Services available with a monthly uptime percentage no less than %. Credits for downtime, if any, will be calculated as set forth in this Section and are Client's sole and exclusive remedy for failure to meet the uptime commitment.

3.2 Exclusions. Availability calculations exclude scheduled maintenance, force majeure events, and outages caused by Client-provided content, third-party services not managed by Provider, or Client's misuse of the Services.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Service Order. All fees are due in accordance with the invoice terms and are exclusive of taxes. Unless otherwise agreed, recurring fees are payable in advance.

Monthly    Quarterly    Annually

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months, and shall automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

5.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for 30 days following written notice specifying the breach.

5.3 Effect of Termination. Upon termination, Client shall pay all accrued fees through the effective date of termination. Provider shall, at Client's written direction and subject to payment of outstanding fees, provide Client with a copy of Client's hosted data in standard format within 30 days.

6. CLIENT RESPONSIBILITIES

6.1 Client shall be responsible for providing accurate account information, maintaining backups of Client content not explicitly covered by Provider backup services, and ensuring Client's use of the Services complies with applicable law and Provider's acceptable use policies. Client shall not upload harmful code or content that could compromise Provider systems.

7. SECURITY AND DATA PROTECTION

7.1 Provider shall implement reasonable administrative, physical and technical safeguards designed to protect Client data against unauthorized access, disclosure, alteration or destruction. Such measures shall be consistent with industry standards for similarly situated hosting providers.

8. INTELLECTUAL PROPERTY

8.1 Client retains all right, title and interest in and to Client content and intellectual property provided by Client to Provider. Provider retains all right, title and interest in and to Provider's underlying technology, software, tools and methods used to deliver the Services.

8.2 License. Client grants Provider a non-exclusive, worldwide, royalty-free license to host, copy, transmit and otherwise use Client content solely as required to provide the Services.

9. CONFIDENTIALITY

9.1 Definition. "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

9.2 Obligations. The receiving party shall: (a) limit disclosure of Confidential Information to those employees and contractors with a need to know; (b) protect it using the same degree of care used to protect its own confidential information but no less than reasonable care; and (c) not use Confidential Information for any purpose other than performing obligations under this Agreement.

10. WARRANTIES; DISCLAIMER

10.1 Limited Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the non-conforming Services or, if Provider cannot substantially correct the non-conformity, a proportionate refund of the fees paid for the affected Services.

10.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 10.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE PRECEDING PERIOD OR , WHICHEVER IS GREATER.

12. INDEMNIFICATION

12.1 By Provider. Provider shall defend, indemnify and hold Client harmless from third-party claims alleging that Provider's infrastructure or Provider-provided software, as delivered by Provider, infringes a third party's intellectual property rights, provided Client promptly notifies Provider and cooperates in the defense.

12.2 By Client. Client shall defend, indemnify and hold Provider harmless from claims arising out of Client content, Client's breach of this Agreement, or Client's violation of applicable law.

13. NOTICES

13.1 Notices. All notices under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the parties at their respective notice addresses set forth below or at such other address as a party may designate by notice to the other.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 Waiver. The waiver by either party of any breach or default shall not constitute a waiver of any other right or remedy under this Agreement.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or scanned signatures shall have the same force and effect as original signatures.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with any Service Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

16. MISCELLANEOUS

16.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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