Terms & Conditions
WEB SITE HOSTING AGREEMENT
Clients (hereafter referred to in this document as “Client”)
hosting with InSites Web Services
(referred to in this document as “Host”) are bound by the terms of
this WEB SITE HOSTING AGREEMENT. By signing up for hosting with InSites Web Services, you (“Client”) are agreeing to
the following terms. Host and Client are collectively referred to as the “parties”.
a. Services. Host agrees to perform and provide to Client, services consisting
of non-exclusive electronic access to a digital information processing, transmission
and storage system (“Server”) to store Client’s web site (“Site”)
and make the Site available on and via the global computer communications network
(“Internet”) as specified herein and in Exhibit A (“Hosting
Services”) and to provide Client with additional services as set forth
at Exhibit B (“Additional Services”). The Hosting Services and any
Additional Services are collectively referred to as the “Services.”
Client agrees that the Services shall not include any web site development services,
authorship or creation with respect to the Site.
b. Availability of Services. Subject to the terms and conditions of this Agreement,
Host shall attempt to provide the Services for twenty-four (24) hours a day,
seven (7) days a week throughout the term of this Agreement. Client agrees that
from time to time the Services may be inaccessible or inoperable for any reason,
including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance
procedures or repairs which Host may undertake from time to time; or (iii) causes
beyond the control of Host or which are not reasonably foreseeable by Host,
including, without limitation, interruption or failure of telecommunication
or digital transmission links, hostile network attacks network congestion or
other failures. Client agrees that Host has no control of availability of Services
on a continuous or uninterrupted basis.
c. Host Materials. In connection with performance of the Services and at the
sole discretion of Host with no obligation, Host may provide to Client certain
materials, including, without limitation, computer software (in object code
or source code form), data, documentation or information developed or provided
by Host or its suppliers under this Agreement, domain names, electronic mail
addresses and other network addresses assigned to Client, and other know-how,
methodologies, equipment, and processes used by Host to provide the Services
to Client (“Host Materials”).
d. Client Content. Client shall be solely responsible for providing, updating,
uploading and maintaining the Site and any and all files, pages, data, works,
information and/or materials on, within, displayed, linked or transmitted to,
from or through the Site, including, without limitation, trade or service marks,
images, photographs, illustrations, graphics, audio clips, video clips, email
or other messages, metatags, domain names, software and text (“Client
Content”). The Client Content shall also include any registered domain
names provided by Client or registered on behalf of Client in connection with
2. Licenses and Proprietary Rights
a. License of Client Content. Client grants to Host, and Host accepts from
Client, a non-exclusive, worldwide and royalty free license to copy, display,
use and transmit on and via the Internet the Client Content in connection with
Host’s performance or enforcement of this Agreement.
b. License of Host Materials. In consideration of Client’s payment of all compensation
to Host pursuant to Section 4 and Exhibit C, Host grants to Client, and Client
accepts from Host, a limited, non-transferable, non-exclusive license, for the
term of this Agreement, to copy and use the Host Materials, solely in connection
with the Site and for Client’s internal business purposes.
c. Host Proprietary Rights. Host shall retain all right, title and interest
(including copyright and other proprietary or intellectual property rights)
in the Host Materials and all legally protectable elements, derivative works,
modifications and enhancements thereto, whether or not developed in conjunction
with Client, and whether or not developed by Host, Client or any contractor,
subcontractor or agent for Host or Client. To the extent that ownership of the
Host Materials do not automatically vest in Host by virtue of this Agreement
or otherwise, Client agrees to transfer and assign to Host all right, title
and interest in the Host Materials and protectable elements or derivative works
thereof. Upon any termination or expiration of this Agreement, Client shall
return all Host Materials to Host and erase and remove all copies of all Host
Materials from any computer equipment and media in Client’s possession, custody
3. Site and Services Terms and Limitations
a. Storage and Security. At all times, Client shall bear full risk of loss
and damage to the Site and all Client Content. Client shall be solely responsible
for undertaking measures to: (i) prevent any loss or damage to Client Content;
(ii) maintain independent archival and backup copies of the Site and all Client
Content; (iii) ensure the security, confidentiality and integrity of all Client
Content transmitted through or stored on the Server; and (iv) ensure the confidentiality
of Client’s password. The Server, Host and Services are not an archive and Host
shall have no liability to Client or any other person for loss, damage or destruction
of any Client Content. If Client’s password is lost, stolen or otherwise compromised,
Client shall promptly notify Host, whereupon Host shall suspend access to the
Services by use of such password and issue a replacement password to Client’s
b. Acceptable Use Policy. Client is solely responsible for all acts, omissions
and use under and charges incurred with Client’s account or password or in connection
with the Site or any Client Content displayed, linked, transmitted through or
stored on the Server. Client agrees not to engage in unacceptable use of any
Services, which includes, without limitation, use of the Services to: (i) disseminate
or transmit unsolicited messages, chain letters or unsolicited commercial email;
(ii) disseminate or transmit any material that, to a reasonable person may be
abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar,
threatening or malicious; (iii) disseminate or transmit files, graphics, software
or other material, data or work that actually or potentially infringes the copyright,
trademark, patent, trade secret or other intellectual property right of any
person; (iv) create a false identity or to otherwise attempt to mislead any
person as to the identity, source or origin of any communication; (v) export,
re-export or permit downloading of any message or content in violation of any
export or import law, regulation or restriction of the United States and its
agencies or authorities, or without all required approvals, licenses and/or
exemptions; (vi) interfere, disrupt or attempt to gain unauthorized access to
any computer system, server, network or account for which Client does not have
authorization to access or at a level exceeding Client’s authorization; (vii)
disseminate or transmit any virus, trojan horse or other malicious, harmful
or disabling data, work, code or program; or (viii) engage in any other activity
deemed by Host to be in conflict with the spirit or intent of this Agreement
or any Host policy.
c. Rights of Host. Client agrees that Host may, in its sole discretion, remove
or disable access to all or any portion of the Site or Client Content stored
on the Server at any time and for any reason. Host has no obligation to monitor
the Site or any Client Content, but reserves the right in its sole discretion
to do so.
4. Payment Terms
a. Payment. Client shall pay Host for the Services and license hereunder at
Section 2(b) the amounts set forth at Exhibit C, and at such times provided
by the payment schedule specified therein. Host expressly reserves the right
to change its rates charged hereunder for the Services at any time, upon thirty
(30) days notice to Client. In the event that Client exceeds the scope of the
Services as set forth at Exhibits A or B (for example, available bandwidth,
CPU or disk utilization space), Client shall pay Host for such additional services
not within the scope of the Services as specified at Exhibits A or B at Host’s
then current rates.
b. Taxes. Client shall pay all taxes, duties and levies of any governmental
authority, exclusive of taxes on Host’s net income. If Client claims exemption
from any taxes resulting from this Agreement, Client shall provide Host with
documentation required by the taxing authority to support an exemption.
c. Invoices. Client agrees that amounts of any unpaid invoice shall accrue
interest at one and one half percent (1.5%) per month. Client shall pay all
costs of collection, including reasonable attorney’s fees and costs, in the
event any invoice requires collection efforts.
5. Warranties and Disclaimer
a. Host Warranties. Host warrants to Client that: (i) Host has the right and
authority to enter into and perform its obligations under this Agreement; (ii)
Host shall perform the Services in a commercially reasonable manner; and (iii)
that the Services, throughout the term of this Agreement shall conform substantially
to the specifications as set forth at Exhibit A. Client’s sole remedy in the
event of any breach of this warranty will be for Host to take reasonable commercial
efforts for thirty (30) days to cause the Services to conform substantially
to the specifications as set forth at Exhibit A.
b. Client Warranties. Client represents and warrants to Host that: (i) Client
has the power and authority to enter into and perform its obligations under
this Agreement; (ii) Client Content does not and shall not contain any content,
materials, data, work, trade or service mark, trade name, link, advertising
or services that actually or potentially violate any applicable law or regulation
or infringe or misappropriate any proprietary, intellectual property, contract
or tort right of any person; and (iii) Client owns the Client Content and all
proprietary or intellectual property rights therein, or has express written
authorization from the owner to copy, use and display the Client Content on
and within the Site.
c. Disclaimer of Warranty. EXCEPT AS EXPRESSLY STATED AT SECTION 5(a), HOST
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE,
CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT.
6. Limitation of Liability
EXCLUSIVE OF LIABILITY UNDER SECTION 7 (INDEMNIFICATION), IN NO EVENT SHALL
HOST BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY
IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF HOST HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOST?S TOTAL LIABILITY FOR DAMAGES
SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO HOST HEREUNDER FOR THE
ONE (1) YEAR PERIOD PRIOR TO ANY ACT OR OMISSION GIVING RISE TO ANY POTENTIAL
a. By Client. Client agrees to indemnify, hold harmless and defend Host and
its directors, officers, employees and agents from and against any action, claim,
demand, dispute, or liability, including reasonable attorney’s fees and costs,
arising from or relating to: (i) Client’s breach of this Agreement; (ii) any
negligence or willful misconduct of Client; (iii) any allegation that the Site
or Client Content infringes a third person’s copyright, trademark or proprietary
or intellectual property right, or misappropriates a third person’s trade secrets;
or (iv) any action or conduct of Host undertaken pursuant to this Agreement.
Client agrees that Host shall have the right to participate in the defense of
any such claim through counsel of its own choosing.
8. Term and Termination
a. Term. The term of this Agreement shall commence on the Effective Date and
shall continue thereafter for one (1) year, unless sooner terminated by either
party. This Agreement shall renew automatically for successive one (1) year
terms unless terminated by either party with thirty (30) days of the expiration
of the prior term.
b. Termination. This Agreement may be terminated: (i) by Client upon thirty
(30) days written notice to Host; (ii) by Host, immediately upon notice to Client;
or (iii) by a written agreement executed by the parties. Notwithstanding the
foregoing, Host reserves the right, in its sole discretion and without notice,
at any time and for any reason, to suspend Client’s access to or use of the
Server, Services or any portion thereof.
c. Rights Upon Termination. In the event this Agreement is terminated or suspended
for any reason, Client shall pay Host, on a pro rata basis, for all Services provided
to Client up to the date of termination. If Client requests services be restored
this may be done at the sole discretion of the Host. If Host agrees to restore
services a $50 fee will be assessed for the recovery and activation of Client services.
a. Independent Contractors. The parties and their respective personnel, are
and shall be independent contractors and neither party by virtue of this Agreement
shall have any right, power or authority to act or create any obligation, express
or implied, on behalf of the other party.
b. Assignment. Client may not assign any of its rights, duties or obligations
under this Agreement to any person or entity, in whole or in part, and any attempt
to do so shall be deemed void and/or a material breach of this Agreement.
c. Waiver. No waiver of any provision hereof or of any right or remedy hereunder
shall be effective unless in writing and signed by the party against whom such
waiver is sought to be enforced. No delay in exercising, no course of dealing
with respect to, or no partial exercise of any right or remedy hereunder shall
constitute a waiver of any other right or remedy, or future exercise thereof.
d. Severability. If any provision of this Agreement is determined to be invalid
under any applicable statute or rule of law, it is to that extent to be deemed
omitted, and the balance of the Agreement shall remain enforceable.
e. Notice. All notices shall be in writing and shall be deemed to be delivered
when received by certified mail, postage prepaid, return receipt requested,
or when sent by facsimile or e-mail confirmed by call back. All notices shall
be directed to the parties at the respective addresses given above or to such
other address as either party may, from time to time, designate by notice to
the other party.
f. Amendment. No amendment, change, waiver, or discharge hereof shall be valid
unless in writing and signed by both parties.
g. Law. This Agreement shall be governed in all respects by the laws of the
State of Washington without regard to its conflict of laws provisions.
h. Survival. The definitions of this Agreement and the respective rights and
obligations of the parties under Sections 1(d), 2(a), 2(c), 3, 4, 5(b), 5(c),
6, 7, 8(c) and 9 shall survive any termination or expiration of this Agreement.
i. Force Majeure. If the performance of any part of this Agreement by either
party is prevented, hindered, delayed or otherwise made impracticable by reason
of any flood, riot, fire, judicial or governmental action, labor disputes, act
of God or any other causes beyond the control of either party, that party shall
be excused from such to the extent that it is prevented, hindered or delayed
by such causes.
j. Entire Agreement. This Agreement, together with Exhibits A, B and C, which
are incorporated by reference, constitutes the complete and exclusive statement
of all mutual understandings between the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous proposals, communications
and understandings, oral or written.
For Package A, Client receives web hosting for 1 domain, 1.5 GB of hard drive space, and up to 5 GB
of transfer every calendar month. Hosting includes up to 20 POP e-mail accounts,
webmail, statistic reports, PHP, MySQL, CGI, and ASP.
For Package B, Client receives web hosting for up to 3 domains, 3 GB of hard drive space, and up to 15 GB of transfer every calendar month. Hosting includes up to 40 POP e-mail accounts,
webmail, statistic reports, PHP, MySQL, CGI, and ASP.
For Package C, Client receives web hosting for up to 6 domains, 7.5 GB of hard drive space, and up to30 GB of transfer every calendar month. Hosting includes up to 80 POP e-mail accounts,
webmail, statistic reports, PHP, MySQL, CGI, and ASP.
None included with this agreement unless specified by a separate written documentation.
Payment Terms & Schedule
All hosting accounts come with a 30-day money-back guarantee unless Client
violates the “Acceptable Use Policy” as described in 3b of this
Agreement. If the “Acceptable Use Policy” is violated, no money-back
guarantee is provided.
Hosting is $80 a year if paid annually, or $7.50 a month if paid monthly. There is no set up fee. If Client pays
annually and discontinues service after 30 days but before the one year period
has expired, Client is not eligible for a refund of any part of the $80 annual
hosting fee. Host reserves the right to increase or decrease pricing without
advance notice to client, however any price change does not effect the current
annual term of this agreement. Price changes would go into effect when the client
renews this contract for an additional year under the new pricing structure.
Hosting accounts that are more than 30 days late on payment may be suspended.
Before an account can be restored a $50 activation fee is due in addition
to any unpaid hosting fees.