Terms This Agreement shall continue in full force and effect from and after the date upon which this Agreement has been executed until terminated by either party under the provisions of Article “7” herein below.
Work HOST will provide to the CLIENT the services specified in the selected hosting plan as described. The rate(s) for the HOST’S professional and technical services likewise set forth in said hosting plan shall be firm and non-negotiable.
Covenants of the CLIENT The CLIENT will deliver to the HOST, a copy of all files to be posted to the CLIENT web address. [if negotiated]
The CLIENT will permit links to the HOST’S web site to appear unobtrusively in a prominent position at the bottom of each and every page of the CLIENT’S Web Site.
The CLIENT further warrants and represents to the HOST as follows: that the CLIENT has heretofore obtained the requisite corporate authority and approval to enter into and perform under this Agreement; that the CLIENT’S contemplated performance hereunder shall in no way violate any other agreement or contractual undertaking to which the said CLIENT is presently bound.
CLIENT agrees and warrants that the site will be used for legal purposes and will not include content that is pornographic, obscene, threatening, malicious or immoral in content.
Covenants of the HOST The HOST covenants as follows: If the CLIENT is not in default of its payment obligations to the HOST, the HOST shall supply the CLIENT with those professional and technical services described at the annexed Proposal in the regular course of its business.
The HOST reserves the right to use subcontractors for all or any portion of SERVICES, in the sole discretion of the HOST.
Client agrees that by entering into this agreement, it has reviewed and carefully selected HOST for provision of SERVICES to CLIENT, and has determined that HOST is competent to provide SERVICES.
The HOST is in no way responsible to insure the successful registration or re-newal of CLIENT domain name, unless contracted in an annexed proposal.
Payment At the time that this Agreement is executed, CLIENT must tender to the HOST a money payment equivalent to one-hundred (100%) percent of the aggregate professional service fee agreed to by and between the parties as described and set forth at the annexed Proposal. It is expressly understood and agreed by and between the parties to this Agreement that this payment becomes entirely NON-REFUNDABLE once the CLIENT has formally “signed” the proposal or the CLIENT must tender a valid credit card to which will be charged monthly for the aggregate professional service fee agreed to by and between the parties as described and set forth.
If payment is past due, the HOST, in addition to exercising its right to terminate the instant Agreement as set forth at Article “8” below, expressly reserves the right to remove the defaulting CLIENT’S Web Site from the Internet without any prior advance notice, oral or written, being required to be given to the CLIENT of such action. HOST reserves the right to charge a $125 re-connect fee, and the Client agrees to pay such a re-connect fee.
Confidential Information The parties understand and agree, jointly and severally, that none of the information, ideas or suggestions provided by the CLIENT to the HOST by reason of this Agreement and the attendant relationship created by and between the parties hereunder, shall be of a confidential or proprietary nature, regardless of how designated.
Termination Either party may terminate this Agreement upon ten (10) days prior written notice, or such longer notice as may be required by applicable law, by the Non-Defaulting or Terminating Party to the Defaulting Party at any time after the occurrence of any of the following events (provided, however, that the Defaulting Party shall have five (5) days from the date of such notice to cure any such default):
The CLIENT shall, at its sole expense, indemnify, and hold harmless the HOST, and its members, employees, agents, representatives, and successors, from and against all business and pecuniary losses imposed upon, incurred by, or otherwise asserted against the said HOST (inclusive of reasonable expenses, attorneys' fees, court costs and other expenses of investigation, litigation and settlement of any such claim) and arising from, relating to, or connected with the CLIENT’S alleged inability to properly utilize the Web Site, in the manner for which it was designed and intended. The HOST makes no claim or guarantee regarding the service levels and will not be held responsible for interruptions of service or loss of business.
Attorney Review Each party has had independent legal advice or the opportunity to seek it before executing this Agreement, understands the rights and obligations imposed upon and inuring to the benefit of each of them arising hereunder, and executes this Agreement voluntarily. The parties shall bear their respective legal costs for the preparation and execution of this Agreement.
Assignment This parties’ arrangement is personal and rights hereunder are not assignable by the HOST or by the CLIENT, as the case may be, nor are the obligations imposed on the HOST and/or the CLIENT delegable, without the prior written consent of the other party hereto.
Waiver or Modification No termination of this Agreement, or modification or waiver of any of the provisions herein contained, or any future representation, promise, or condition in connection with the subject matter hereof, shall be binding upon the HOST or upon the CLIENT, as the case may be, unless made in writing and signed or counter-signed on behalf of such party(ies) by its President, Managing Member, or other duly authorized corporate representative. The failure of either party to enforce, at any time, any one or more of the contractual provisions herein contained, shall not be construed to be a waiver of such provision(s), nor of the right(s) of such party(ies) to subsequently enforce said provision(s) in the future.
Construction This instrument contains the entire Agreement between the parties. There are merged herein all prior and collateral representations, promises, and conditions in connection with the subject matter hereof. Any representation(s), promise(s), or condition(s) not incorporated herein shall not be binding upon either party. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties relating to the services listed herein.
Severability If any provision, clause or part of this Agreement or the application thereof under certain circumstances is held invalid, or unenforceable, the remainder of this Agreement, or the application of such provision, clause or part under other circumstances, shall not be affected thereby. Benefit: This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns.
Governing Law This Agreement, and the rights and obligations of the parties hereunder, shall be governed and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth hereinabove.
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