SLABmedia LLC SAMPLE Service Agreement
Terms and Conditions
This agreement (the "Agreement"), is made and entered into as of this DAY day of MONTH, YEAR, by and between SlabMedia, LLC, 725 Harrison Ave., E506, Boston, MA 02118, ("Host" or "we") and ADMIN NAME, ADMIN EMAIL, ("Customer" or "you") with respect to the web hosting services to be provided by SlabMedia in connection with Customer's web site at the uniform resource locator on the World Wide Web at http://YOURSITE.COM (the "Site"). This Agreement and the attached Terms and Conditions incorporated herein by this reference, shall serve as the parties' agreement and shall supersede any other oral or written agreement entered into by the parties prior to the date set forth above. The parties hereby agree as follows:
We shall provide you web-hosting services as are reasonable and customary in conformity with ordinary standards in the industry. Accordingly, we shall provide the following services to you: (a) Back-Up Data: We will use our reasonable efforts to back up the Site and your data from time to time in our discretion. In the event we have to do any restoration due to loss of data or content resulting from your acts, we expressly reserve the right to charge a fee of seventy-five dollars ($75.00) per hour for any restoration services. (b) User access to the Site: You will have the ability to access data on the Site and update or make changes to the textual and visual content, but not the general design of the Site, with the password you will set. However, any modifications required to be made to the Site, other than those available to you through your password, shall be subject to a separate charge. You expressly acknowledge that all physical web hosting services provided hereunder, including but not limited to those services related to server location, monitoring, security, maintenance and reporting, are rendered by and administered from Pair Networks (hereafter "Pair"). Accordingly, while we shall afford to you all benefits of any warranties and representations made by Pair to us under our agreement with them, we make no representations and warranties beyond those made by Pair, and shall not be responsible for Pair's actions beyond our control.
(a) You understand and acknowledge that you will be exposed to open-ended and variable usage charges based on the World Wide Web service rates based on our current pricing chart, which we have provided you concurrently with this and is expressly incorporated and made a part of this agreement. You shall be solely responsible for monitoring the level of traffic of your Site, and enabling or disabling additional services as desired. (b) We will bill you quarterly in advance for all charges except for those that are dependent upon usage, for which we shall bill you at the end of each month, or at our election, on the next invoice. We reserve the right to change the fees and other charges described herein, at anytime, provided we notify you of any such changes at least ten (10) days prior to the effective date of the changes. (c) All payments are due upon your receipt of our invoice. You hereby expressly authorize us to charge credit cards on file with us on the due date according to this Agreement and you agree to keep such credit card accounts current. Payments not made within thirty (30) days shall be deemed delinquent and may be subject to reasonable collection and legal fees as well as interest accrued at one and one-half percent (1.5%) per month or state legal limit, whichever is lower. Additionally, any returned checks shall be subject to a twenty-five dollar ($25.00) charge. We reserve the right to terminate our services hereunder at anytime after such 30 days.
The term of this Agreement shall commence on the date hereof and continue on a month-by-month basis until terminated by either party, subject to thirty (30) days prior written notice (the "Term"). Once a termination notice has been sent, the Term shall expire on the last day of the month in which the thirty (30) day notification period falls.
At your request, and upon your payment of a minimum fee of one hundred dollars ($100.00) and all other unpaid balances owed by you under this Agreement, we agree to create a static version of the Site to enable you to move the Site to a different location or hosting company. Notwithstanding the foregoing, however, if we terminate this agreement because we are unable, or, without good cause, unwilling to provide you the web hosting services as described herein, and all balances owing by you under this Agreement have been paid, we shall waive the above portability fee.
- Warranties and Representations.
(a) You represent and warrant to us that: (i) the software and content you provide for incorporation into the Site, or at any time incorporate into the Site, will at all times be legal, used for lawful purposes, and will not violate the copyrights, trademarks, patent rights or other proprietary rights of any other party; (ii) your Site does not and shall not contain sensitive content, including but not limited to trade secrets and any other confidential information, requiring encryption or heightened security; (iii) the Site, and any other web sites or material at any time incorporated into the Site, will not contain defamatory, threatening or obscene matter or violate any person's privacy or publicity rights; (iv) and the operation of the Site will not violate the laws of any relevant jurisdiction or include material that would, in our reasonable opinion, cause any harm to our reputation. (b) You warrant and represent that any access or "linking" to other networks inserted by you on the Site must comply with the rules appropriate for that network. (c) You hereby acknowledge that the use of any third party information, programs or data obtained from or through our system is entirely at your own risk. (d) WE HEREBY PASS ON TO YOU ALL WARRANTIES RELATING TO THE SERVERS AND THE OPERATING SYSTEMS USED BY US, IF ANY. WE MAKE NO ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED IN EXCESS OF THE FOREGOING, FOR OUR SERVICES, THE HARDWARE AND THE OPERATING SYSTEMS, AND EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability.
(a) WE WILL MAKE A REASONABLE EFFORT TO MAINTAIN THE CURRENCY OF SOFTWARE RELEASES, BUG FIXES AND SECURITY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN THE EVENT OF ANY BREACH OR ALLEGATION OF BREACH HEREUNDER, OUR SOLE LIABILITY AND YOUR SOLE REMEDY WILL BE, IF ANY, A REFUND OR CREDIT OF FEES BILLED TO YOU FOR OUR SERVICES ON A PRO-RATA BASIS. IN NO EVENT WILL WE BE LIABLE FOR THE RE-CREATION OR RECONSTRUCTION OF ANY OF YOUR MATERIALS OR CONTENT, OR FOR SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF BUSINESS PROFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL LOSSES. .IN NO EVENT SHALL OUR LIABILITY TO YOU, IF ANY, HEREUNDER EXCEED THE AMOUNTS PAYABLE TO US, IN THE AGGREGATE, DURING THE TERM OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. (b) We are not responsible for any content placed on, or at any time incorporated into the Site by you or other persons outside of our control. Additionally, we hereby specifically reserve the right to withdraw service at any time if for any reason we deem your use of the Site to be disruptive, offensive, damaging or harmful to our reputation or business.
(a) You shall at all times defend, indemnify and hold us harmless and our affiliates, officers, representatives, agents, licensees and distributors from and against any and all demands, claims, damages, liabilities, losses, costs and expenses, including legal expenses and reasonable attorneys' fees, arising out of any alleged breach or breach by you of any of your obligations in this Agreement, and any warranty, representation or agreement made herein. (b) You will also indemnify us if one of your customers or other end users brings a claim against us relating to the use of or purchase of products or services through or from the Site. In such event, you shall defend, or with our prior written approval, settle any such claim, suit or proceeding and hold us harmless from and against any losses, including damages, costs and attorneys' fees, resulting from such claim, action or demand. (c) You hereby agree to indemnify and hold us harmless for any errors resulting from software bugs, design flaws, HTML file format errors, operational errors or other problems arising from use of the service.
In the event that we receive a subpoena or validly issued administrative or judicial process requesting any of the documents or other materials or other disclosure of any of the information contained on the Site, you shall be promptly notified and tender the defense of such demand. Unless the demand shall be timely limited, quashed or extended, we shall thereafter be entitled to comply with that demand to the extent required by law. If requested, you shall cooperate at your expense, in the defense of such demand.
- Domain Names.
At your request and sole expense, we will obtain domain names for you. Any domain names will be owned and maintained by you, and we will take any action that is reasonably required to assure that such domain names are placed in your name. You shall be solely responsible for and warrant and represent that you will undertake all trademark or copyright clearance obligations you may have prior to requiring us to reserve a domain name for you, and will indemnify us and hold us harmless against any claims in connection with the foregoing.
- Proprietary Rights.
We own and will continue to own all proprietary rights in all code and content that we supply to you on the Site as part of the Hosting Services, including but not limited to the SlabMedia name, logo and trademark, and any CGI, HTML Code, PHP, java script, MySQL, graphics or data provided by us, as well as their attendant intellectual property rights (collectively hereafter "Host Material"). For the avoidance of doubt, you shall have no ownership rights in and to the processes embodied within the Site, which shall at all times remain our property. You, or any other entity that may have written and retained rights in the Site, will own all code and content relating to the Site. In addition, you shall own all right and title in and to the visual and textual content of the Site provided by you, including all worldwide copyright ownership rights and trademark rights in and to the material appearing thereon, any so-called "logos" or "artwork," including all variations and modifications thereof, and every single element included within the same. We hereby grant to you a license to use the Host Material as necessary in connection with operating the Site solely during the Term hereof and only while the Site is located on our server.
All notices to the parties shall be in writing and sent to the addresses noted on the Agreement. Notices will be deemed received seven (7) days after they have been sent. A copy of all notices to Host shall be sent to ADMIN EMAIL, Attn: ADMIN NAME. A copy of all notices to you shall also be sent to firstname.lastname@example.org, Attn: Catherine Infantino.
- Force Majeure.
Neither party shall be held liable for any delay or failure in performance of any part of this Agreement (with the exception of the payment of money owed) from any cause beyond it's control and without it's fault or negligence, such as acts of God, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers.
(a) This Agreement sets forth the entire understanding of the parties and may not be canceled, modified, amended or waived, in part or in full, in any way except by an instrument in writing signed by the party to be charged. This Agreement replaces and supersedes any and all other prior agreements and representations, whether oral or in writing, between the parties. No waiver of any term or condition of this Agreement or any breach of this Agreement or any part thereof shall be deemed a waiver of any other terms or conditions of this Agreement or of any later breach of this Agreement or any part thereof. In the event any provision of this Agreement shall be adjudicated to be void, illegal, invalid, or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (b) Customer may not assign its rights or delegate its obligations hereunder, in whole or in part, to any party, without the prior written consent of Host. In the event of an assignment of rights and delegation of duties, the assigning party shall continue to also remain liable for all of its obligations hereunder. Additionally, all rights of each of the parties hereunder shall inure to the benefit of and its obligations shall be binding upon its successors. (c) This Agreement shall be governed by and construed under the laws and judicial decisions of the Commonwealth of Massachusetts. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Commercial Disputes, in Suffolk County, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. AGREED AND ACCEPTED: SLABmedia, LLC (SLABmedia.com) ADMIN NAME, of YOUR COMPANY OR NAME (YOUR WEBSITE)