Website Hosting Services Agreement

Website Hosting Services Agreement

This Website Hosting Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: , with principal place of business at ; and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Service Provider operates and maintains web hosting infrastructure and provides related technical support and maintenance services; and

WHEREAS, Client desires to retain Service Provider to provide hosting and related services for Client's website(s) described herein, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the services, fees, confidentiality obligations, term, termination rights and liability limits be governed by the terms that follow.

SCOPE OF WORK

Service Provider shall provide website hosting services for the website(s) identified by the Client as: and shall perform the services described below in accordance with commercially reasonable standards.

SERVICE LEVELS

Service Provider will use commercially reasonable efforts to provide hosting availability of uptime measured monthly. Scheduled maintenance will be notified in advance and excluded from uptime calculations. In the event of failure to meet the uptime guarantee, Client's sole remedy shall be service credits as set forth in the hosting schedule above and limited to a percentage of the monthly fee.

PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below. Initial hosting fee: $ . Recurring hosting fee: $ per , payable within days of invoice.

Late payments shall incur a late fee equal to the greater of per month or $ . Client will be responsible for all collection costs, including reasonable attorney fees.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately upon material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" includes business, technical, financial and customer information disclosed in any form. The Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no fault of the Receiving Party, was rightfully known to the Receiving Party without restriction prior to disclosure, or is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or upon request, Receiving Party shall return or destroy Disclosing Party's Confidential Information and certify such return or destruction in writing.

DATA SECURITY; BACKUP

Service Provider shall maintain reasonable administrative, physical and technical safeguards designed to protect Client data hosted on Service Provider systems. Client is responsible for ensuring that its content and software are properly licensed and do not contain malware. Service Provider shall perform backups in accordance with the backup schedule described in the Scope of Work; however Service Provider's backup obligations are limited to making commercially reasonable backup copies and do not constitute a warranty of recoverability. Service Provider shall notify Client promptly upon becoming aware of any unauthorized access affecting Client data.

INTELLECTUAL PROPERTY; CONTENT

Client retains all right, title and interest in and to Client content uploaded to hosted systems. Service Provider retains all right, title and interest in and to its platform, software and tools. Client grants Service Provider a limited, non-exclusive, non-transferable license to use Client content solely to provide the hosting services. Service Provider may remove or disable access to content that it reasonably believes infringes third-party rights or violates applicable law.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality, willful misconduct, or a party's indemnification obligations, neither party will be liable to the other for lost profits, lost business, loss of data or other special, incidental or consequential damages, even if advised of the possibility of such damages. Each party's aggregate liability arising from or relating to this Agreement will not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Client shall defend, indemnify and hold Service Provider harmless from and against any third-party claims arising out of Client content, Client's breach of this Agreement, or Client's violation of law, except to the extent caused by Service Provider's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. Venue for any action arising under this Agreement shall be the state or federal courts located in the county of the governing state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below by hand, certified mail (return receipt requested), or nationally recognized courier, or by electronic transmission with confirmation. Notice to Service Provider: Contact Name: , Contact Info: .

Notice to Client: Contact Name: , Contact Info: .

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

Sign Now