Website Hosting Agreement

WEBSITE HOSTING AGREEMENT

This Website Hosting Agreement ("Agreement") is made effective as of (the "Effective Date"), by and between the parties identified below.

WHEREAS

WHEREAS, Client operates or controls one or more websites requiring hosting, network connectivity, and related services; and

WHEREAS, Host is engaged in the business of providing website hosting, maintenance, security, and support services and represents that it has the expertise, systems, and personnel necessary to provide such services; and

WHEREAS, the parties desire to set forth the terms under which Host will provide hosting services to Client for the websites identified in the Scope of Work.

SCOPE OF WORK

Host shall provide website hosting, server management, security monitoring, backup and restore services, and technical support as specified below. Host will perform services in accordance with commercially reasonable industry standards and the requirements set out in this Agreement.

SERVICE LEVELS AND MAINTENANCE

Host will use commercially reasonable efforts to provide a monthly uptime availability of percent, excluding scheduled maintenance windows. Scheduled maintenance will be performed during the following windows:

If Host fails to meet the uptime commitment, Client's exclusive remedy shall be service credits as set forth in the Scope of Work. Service credits are Host's sole financial liability for downtime except as otherwise provided in this Agreement.

PAYMENT TERMS

As consideration for the services, Client shall pay Host the fees described below. Fees are exclusive of taxes and duties for which Client is responsible.

Invoice / ACH    Credit Card    Wire Transfer

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date set forth below.

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of the obligation to pay accrued fees through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is marked or reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly known without breach of this Agreement, (b) is lawfully received from a third party without restriction, or (c) is independently developed without reference to Confidential Information. Receiving party shall use no less than reasonable care to protect Confidential Information and shall not disclose Confidential Information except to employees, agents, or contractors who need access to perform the obligations of this Agreement and who are bound to confidentiality obligations at least as protective as those herein.

DATA SECURITY AND BACKUPS

Host will implement commercially reasonable administrative, physical, and technical safeguards to protect Client data. Host will maintain routine backups as described in the Scope of Work. Client is solely responsible for verifying restoration procedures and for maintaining any additional backups Client deems necessary. Host shall promptly notify Client of any confirmed data breach affecting Client data and shall cooperate with Client to remediate and mitigate such breach.

SUBCONTRACTING

Host may engage subcontractors to perform portions of the services provided that Host remains responsible for performance under this Agreement. Host shall ensure that any subcontractor is bound by confidentiality and security obligations consistent with Host's obligations hereunder.

Allow subcontracting:

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for special, incidental, consequential or punitive damages. The aggregate liability of Host for direct damages arising out of or related to this Agreement shall be limited to the total amount of fees paid by Client to Host under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work attached or incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

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