Sample ITS Web Hosting Contract
Sample ITS Web Hosting Contract
To complete your web hosting order, you must agree to the terms of our Hosting Agreement shown below.
ITS™
CUSTOMER WEB HOSTING AGREEMENT
Domain: example.com
By and between Integrated Technical Solutions, Inc., an Illinois
corporation ("ITS"),
and
Example Company, Inc. ("Customer")
with its place of business for the purpose of this agreement at
Address 1
Address 2
City, State Zip
US
In consideration of the mutual covenants herein, the parties agree
to the following, which shall apply during the term of this
agreement:
1. SCOPE
A. If Customer has signed a Master Contract with ITS, this
Agreement is governed by that Master Contract. All terms in that Master
Contract will take precedence over any conflicting terms in this
Agreement.
2. DEFINITIONS
A. "Plans" means proposals for offering various services to be
provided by ITS, as listed online at: https://www.teamITS.com. "Plans"
does not include the use of any trademarks owned by ITS or its hosting
partners.
B. "Customer" means an end user who is utilizing services provided
by ITS.
3. PRICES
A. All prices for Plans provided by ITS to Customer are U.S.
dollars.
B. Customer shall be responsible for paying all taxes of any
nature which become due with regard to ITS services, except for taxes
on ITS's income, irrespective of which party may be responsible for
reporting or collecting such taxes.
4. ORDER ACCEPTANCE, PAYMENT
A. All orders are subject to acceptance by ITS. An order will be
deemed accepted by ITS when written confirmation of the order is sent
to Customer. ITS may refuse to accept any order, or delay acceptance
pending fulfillment of conditions ITS may choose to impose. Such
refusal or such conditions may not be unreasonable, however, and ITS
agrees to provide Customer with reasonable notice via Email or fax of
any intent to delay or decline the acceptance of any order.
B. Payment and Terms: Payment shall be made in US dollars to ITS
using the method designated by ITS, or as may otherwise be agreed in
writing by the parties. Payments are due upon account activation and
future renewal. If due to bank charges, transfer fees, or the like,
ITS should receive less than its invoice amount, ITS will re-invoice
Customer for the shortfall. Customer agrees to be bound by ITS's
published Billing Policies and terms. In the event that any amount
remains unpaid fifteen (15) days after presentation of invoice, ITS may
discontinue, withhold, or suspend services to Customer and/or its
customer(s) to whom such unpaid amounts relate.
5. DUTIES OF ITS
ITS will acquire, on request, an Internet Domain Name on behalf of the
Customer. In such case the Customer hereby waives any and all claims
which it may have against ITS for any loss, damage, claim or expense
arising out of, or in relation to, the registration of such Domain Name
in any on-line or off-line network directories, membership lists or
registration lists, or the release of the Domain Name from such
directories or lists following the termination of services by ITS for
any reason. Any costs of ITS in obtaining or maintaining a domain name
for Customer or its customers shall be immediately reimbursed to ITS
upon invoice from ITS to Customer.
A. ICANN Guidelines. Additionally, Customer acknowledges that
ICANN may establish guidelines, limits and/or requirements that relate
to the amount and type of information that our hosting and registrar
partners may or must make available to the public or to private
entities, and the manner in which such information is made available.
Customer hereby consents to any and all such disclosures and use of,
and guidelines, limits and restrictions on disclosure or use of,
information provided by Customer in connection with the registration of
a domain name (including any updates to such information), whether
during or after the term of Customer's registration of the domain name.
B. Third Party Data. In the event that, in registering the domain
name, Customer is providing information about a third party, Customer
hereby represents that Customer has (1) provided notice to that third
party of the disclosure and use of the party's information as set forth
in this Agreement, and (2) that Customer has obtained that third
party's express consent to the disclosure and use of that party's
information as set forth in this Agreement.
C. Accuracy of Data. Customer acknowledges that willfully
providing inaccurate information or willfully failing to update
information promptly will constitute a material breach of this
Agreement and will be sufficient basis for cancellation of Customer's
domain name registration. (In addition, under certain federal laws,
such provision of inaccurate or false information is one factor in
determining whether Customer may have violated the trademark rights of
another party in registering a domain name confusingly similar to such
party's trademark.) Customer is responsible for notifying ITS in
writing of changes in its contact information. In addition, Customer
agrees that Customer's failure to respond for over fifteen (15)
calendar days to inquiries by ITS concerning the accuracy of contact
details associated with Customer's registration shall constitute a
material breach of this Agreement and will be sufficient basis for
cancellation of Customer's domain name registration.
D. If Customer Has Registered a Domain Name Through A Third Party.
If Customer has registered a .com, .net, or .org domain name through a
third party, or Customer asked ITS to register the domain name for
Customer, Customer is bound by the domain registration policies of that
registrar. For example, domains registered with Network Solutions,
Inc. ("NSI") are subject to the agreement Customer entered into with
NSI, who was then ITS's exclusive provider of domain name registration
services. By applying for the domain name and through the use or
continued use of the domain name, the applicant agrees to be bound by
the terms of NSI's domain name policy (the "NSI Policy") which is
available at:
http://www.networksolutions.com/legal/service-agreement.html.
E. Domain Name Transfers. If Customer has requested that the
domain name registrar of record for Customer's domain name(s) (as
identified by Customer during the registration process) be transferred
to ITS and its hosting or registrar partners, the following terms shall
apply:
In making the transfer request, Customer represents and warrants that:
* Customer is the rightful holder of the registration for the domain
name(s) that Customer seeks to transfer.
* Customer is not in default with respect to any obligations that
Customer owes to the current registrar of record.
* Customer is not the subject of any pending bankruptcy proceeding, nor
is Customer a party to any dispute concerning the use or registration
of the domain name(s).
* The domain name(s) are not currently the subject of any dispute or
collection effort, including any attachment, levy, lien, garnishment,
escrow or other proceedings.
* Customer is authorized to request the transfer and to enter into this
Agreement.
* More than 60 days have passed since the domain name(s) was
registered, transferred to a new registrar, or renewed. CUSTOMER MAY
NOT TRANSFER A DOMAIN NAME TO A NEW REGISTRAR WITHIN 60 DAYS OF INITIAL
REGISTRATION, OR ANY SUBSEQUENT TRANSFER OR RENEWAL.
Customer agrees that neither ITS nor its hosting or registrar providers
will have any responsibility for any obligations that Customer may owe
to the current registrar of record for the domain name(s) Customer
seeks to transfer, and that Customer will be responsible, pursuant to
the indemnification provision herein, for any costs that ITS may incur
in resolving any claims brought by any third party (including the
current registrar of record) relating to this transfer. Customer will
not be entitled to a refund or credit for any amounts that Customer may
have paid to the current registrar of record. Upon the completion of
the transfer process, however, the term of Customer's registration will
be extended by the period for which Customer has paid ITS. Customer
agrees that ITS may charge Customer an additional maintenance fee in
order to maintain Customer's domain name for any term carried over from
the current registrar of record. Upon receipt of a request to transfer
a domain name from another registrar (losing registrar) to ITS, ITS
requires validation of the request from the Administrative Contact on
record at the time of the transfer request. Customer authorizes ITS to
take all actions reasonably necessary to transfer the domain name(s),
including contacting and updating Customer's registration information
with the current registrar of record and the registry. Except as noted
above, ITS will treat Customer's transfer request as an initial domain
name registration and will provide all subsequent domain name services
in accordance with the terms and conditions herein. The term "register"
or "registration," as used in this Agreement, shall be read to include
the transfer of a domain name registration from Customer's current
registrar of record to ITS or its registar partners.
F. Third-Party Proprietary Rights: Customer shall be solely
responsible for ensuring, and hereby represents and warrants to ITS,
that Customer's domain name does not infringe upon any trademark, trade
names, service mark or other proprietary rights owned by a third party.
Customer agrees to be bound by the terms of the dispute policy adopted
by the domain name registry, and related agreements that Customer will
be asked to review and indicate Customer's acceptance of during the
domain name registration process. In the case of gTLDS (global Top
Level Domains, including but not limited to .com, .net,.org, .biz, and
.info), the dispute policy is the ICANN Domain Name Dispute Policy,
which is posted at http://www.icann.org/udrp.
G. Welcome Page. Customer consents to ITS's activation ("parking")
of the registered domain name on a "Welcome Page" containing a notice
indicated the domain is reserved. Such "Welcome Page" indicates that
ITS registered the domain name, and links to ITS's website. This
"Welcome Page" may be replaced by the Customer when the Customer
contracts for Web hosting and posts Customer's own content.
H. Domain name search process. ITS endeavors to make the domain
name availability search process reliable; however, ITS does not
guarantee availability of domain names or the accuracy or security of
the WHOIS system. The registration process is not complete until the
domain name requested by Customer has been registered in Customer's
name with the appropriate registry. Because there are delays in the
actual registration of a domain name with the appropriate registry, ITS
is not responsible if domain names requested by Customer are actually
registered to third parties.
I. If Customer has registered a .CO.UK domain name, Customer must
also agree to NOMINET UK's terms and conditions, currently posted at
http://www.nominet.org.uk/nominet-terms.html .
6. TERMS OF SERVICE
A. Server Set-Up and Updating: ITS will initially configure the
web server and the hosting account for use. After the hosting account
is configured, Customer will be solely responsible for all account
content management.
B. Maintenance Services: ITS will perform maintenance services as
ITS determines reasonably necessary to maintain the continuous
operation of the hosting account. Customer acknowledges such
mainteance may require Web server and hosting account downtime, and
such downtime will not count against any uptime guarantees. ITS will
attempt to provide prior notice of maintenance downtime except when
circumstances beyone ITS's control limit ITS's ability to do so.
C. Account Usage: Customer shall not use (i) excessive amounts of
CPU processing on Customer's Web server, or (ii) bandwidth or disk
usage in excess of the monthly amount ordered. Customer acknowledges
any violation of this policy may result in corrective action by ITS, in
its sole discretion, including assessment of additional charges or
disconnection or discontinuance of any and all Services to Customer.
In the event that ITS decides to take corrective action, Customer shall
not be entitled to a refund of any fees paid in advance prior to such
corrective action.
D. Customer shall be solely responsible for (a) the development,
operation, and maintenance of Customer's Web site and products and all
content and materials appearing withing the Web site or related to
Customer's products, including without limitation (i) the accuracy and
appropriateness of content and materials appearing within the Web site
or related to Customer's products, (ii) ensuring that the content and
materials appearing withing the Web site or related to Customer's
products do not violate or infringe upon the rights of any third party,
(iii) ensuring that the content and materials appearing within the Web
site or related to Customer's products are not libelous or otherwise
illegal; (b) the final calculation and application of shipping and
sales tax; (c) accepting, processing, and filling any customer orders,
and for handling any customer inquiries or complaints arising
therefrom; and (d) the security of any customer credit card numbers and
related customer information Customer may access as a result of
conducting electronic commerce transactions through the Web server
software.
E. IP Address Ownership: ITS and/or ITS's service providers shall
maintain and control ownership of all IP numbers and addresses that may
be assigned to Customer by ITS, and ITS reserves in its sole
discretion, the right to change or remove any and all such IP numbers
and addresses.
F. Caching: Customer grants ITS a license to cache the entirety of
Customer's Web site (including content provided by third parties)
hosted by ITS, and agrees such caching is not an infringement of any of
Customer's intellectual property rights or any third party's
intellectual property rights.
7. RULES AND REGULATIONS
ITS may impose reasonable rules and regulations regarding the use of
its services from time to time. Customer shall impose such rules and
regulations on its employees and users to the extent necessary to
ensure compliance. This information is posted on the Internet at:
https://www.teamITS.com/internet/support/aup.html
8. LIMITATION OF ITS's OBLIGATIONS AND LIABILITY
A. ITS will utilize its best efforts to maintain acceptable
performance of contracted for services, but ITS makes absolutely no
warranties whatsoever, express or implied, including warranty of
merchantability or fitness for a particular purpose. ITS cannot
guarantee continuous service, service at any particular time, or
integrity of data stored or transmitted via its system or via the
Internet. ITS will not be liable for the inadvertent disclosure of, or
corruption or erasure of, data transmitted or received or stored on its
system. ITS shall not be liable to Customer or any of its customers
for any claims or damages which may be suffered by Customer or its
customers, including, but not limited to, losses or damages of any and
every nature, resulting from the loss of data, inability to access
Internet, or inability to transmit or receive information, caused by,
or resulting from, delays, nondeliveries, or service interruptions
whether or not caused by the fault or negligence of ITS.
B. ITS may discontinue servicing any Plan, or may require
fulfillment of conditions ITS may choose to impose as a prerequisite
for continuing to service any Plan. Such discontinuation or
requirement may not be unreasonable, however, and ITS agrees to provide
Customer with reasonable notice via Email or fax of any such intent to
discontinue or impose conditions.
C. Services provided by ITS to Customer shall be deemed accepted
for all purposes fifteen days after activation or renewal for such
services, if no written claim or objection regarding such services has
been received by ITS within the 15-day period. No claim related to such
accepted services shall be raised.
D. ITS's liability to Customer, and any end user of any Plan or
other ITS services, is limited to the amount paid to and received by
ITS for services not accepted. In no event shall ITS be liable to
Customer, or any end user or any other entity for any special,
consequential, or other damages, however caused, whether for breach of
contract, negligence or otherwise, even if ITS has been advised of the
possibility of such damage.
E. Customer will take all necessary measures to preclude ITS from
being made a party to any lawsuit or claim regarding ITS services
provided to any Customer or end user. Customer hereby agrees to
indemnify and hold harmless ITS from any and all claims of whatever
nature brought by any of Customer's users against ITS in excess of the
remedy set forth in paragraph 7(D).
F. Where data backup and restoration services are a part of ITS's
provisioning of a service, such services are not intended to be a
comprehensive disaster recovery solution, and ITS or its hosting
partners will not be liable for data loss, or for damage to servers or
other equipment.
9. DISPUTES
The parties shall attempt to resolve all disputes arising out of this
agreement in a spirit of cooperation without formal proceedings. Any
dispute which cannot be so resolved (other than the collection of money
due on unpaid invoices) and other than the injunctive relief referred
to in paragraph 10 shall be subject to arbitration upon written demand
of either party. Arbitration shall take place in Naperville, Illinois,
or at another location if the parties so agree. The arbitration shall
take place before an arbitration panel chosen as follows: The parties
shall each choose an arbitrator, and the two arbitrators shall choose a
third arbitrator and determine the third arbitrator's compensation.
Each party shall have one veto over the choice of the third
arbitrator. The three arbitrators shall schedule an informal
proceeding, hear the arguments, and decide the matter by secret
majority vote. Unless the arbitrators decide otherwise, each party
shall pay the costs of its own arbitrator, and shall pay half of the
other costs of the arbitration proceeding. Each party shall have the
right to have the proceedings transcribed. The arbitrators shall not
have the authority to award punitive damages or any other form of
relief not contemplated in the contract. The majority of arbitrators
shall render a written opinion setting forth the basis on which they
arrived at the decision regarding each issue submitted to arbitration;
the dissenting arbitrator, if any, shall not issue a dissenting
opinion. Regarding each issue submitted to arbitration, the decision
shall be final and binding only to the extent it is accompanied by a
written explanation of the basis upon which it was arrived at.
Judgment upon the award, if any, rendered by the arbitrators may be
entered in any court having jurisdiction thereof.
Should any legal action permissible under this agreement be instituted
to enforce the terms and conditions of this agreement, in particular
the right to collect money due on unpaid invoices, the prevailing party
shall be entitled to recover reasonable attorney's fees and expenses
incurred at both the trial and appellate levels.
10. TERM, TERMINATION:
This agreement shall run in accordance with the term of the initial
order. It shall be automatically renewed on a regular basis in
accordance with the term of the initial order or subsequent change to
that term unless terminated in one of the following ways:
A. By customer, by notifying ITS in writing twenty (20) days prior
to renewal of this agreement.
B. By ITS, upon thirty (30) days' written notice, if Customer
breaches any material and substantial provision of this agreement and
has not cured by the end of the 30 days.
C. By ITS, upon sixty (60) days' written notice, if
1. ITS provides Customer with written notice of the specific
reasons for its belief in this regard, and
2. Customer has not cured by the end of the 60 days.
D. By ITS, immediately upon giving written notice to Customer, in
the event that
1. Any bank draft or check delivered by Customer to ITS in
payment for Products is returned unpaid and Customer fails to
remedy such nonpayment within five business days;
2. Customer becomes more than sixty (60) days in arrears in
payment of its account with ITS;
3. There are instituted bankruptcy or insolvency proceedings
against Customer, which are not vacated within sixty (60) days
from the date of filing;
4. Customer institutes voluntary bankruptcy or insolvency
proceedings, or otherwise admits insolvency; or
5. Customer makes an assignment of all or part of its assets
for the benefit of creditors.
E. By ITS immediately, if Customer attempts to assign all or any
part of this Agreement without ITS's prior written approval;
F. By ITS immediately, if Customer fails to inform ITS in writing
immediately on the happening of any event specified in this section;
G. By Customer, immediately upon giving written notice to ITS, if
1. There are instituted bankruptcy or insolvency proceedings
against ITS, which are not vacated within sixty (60) days from
the date of filing;
2. ITS institutes voluntary bankruptcy or insolvency
proceedings, or otherwise admits insolvency;
3. ITS makes an assignment of all or part of its assets for the
benefit of creditors; or
4. ITS fails to inform Customer in writing immediately on the
happening of any event specified in this section.
The provisions of paragraphs 9, 12, 13, and 14 survive any termination
of this agreement.
11. NONASSIGNABILITY
Customer's rights and obligations under this agreement may not be
transferred or assigned directly or indirectly without the prior
written consent of ITS, which consent shall not be unreasonably refused.
12. PARTIAL INVALIDITY
If any provision of this agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall
nevertheless remain in full force and effect. ITS and Customer agree
to renegotiate in good faith any term held invalid and to be bound by
mutually agreed substitute provision.
13. APPLICABLE LAW, JURISDICTIONAL MATTERS
This agreement takes effect when accepted by ITS in Illinois. It is to
be governed by and construed under the laws of the State of Illinois
and the United States of America. The federal and state courts of the
State of Illinois shall have exclusive jurisdiction to adjudicate any
non-arbitrable dispute arising out of this agreement. Customer hereby
expressly consents to (1) the jurisdiction of the courts of Illinois
and (2) service of process being effective upon it by registered mail
sent to the address set forth at the beginning of this document, as may
be changed from time to time by written notice actually received by
ITS. To the extent permissible by the law of Customer's jurisdiction,
Customer waives any requirement that service of process or of any
documents be made upon it pursuant to the provisions of the Hague
Convention.
14. NOTICES
Except with respect to service of process as set forth in paragraph 10,
all notices may be sent by email, fax, or express mail to the email
address, fax number, or address most recently provided and will be
effective upon transmission. Evidence of successful transmission shall
be retained.
15. ENTIRE AGREEMENT; MODIFICATIONS
This agreement sets forth the entire agreement and understanding
between the parties and merges all prior discussion between them. ITS
may make changes to this agreement upon thirty (30) days' written
notice to Customer, advising of the change and the effective date
thereof. Utilization of ITS services by Customer and/or its Customers
following the effective date of such change shall constitute acceptance
by Customer of such change(s). Otherwise, this agreement may not be
modified except by the written consent of both parties.
16. ACCEPTANCE OF SERVICES
ACCEPTANCE OF THIS AGREEMENT BY ITS MAY BE SUBJECT, IN ITS'S ABSOLUTE
DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK AND CONTINUED
CREDIT WORTHINESS OF CUSTOMER. ACTIVATION OF SERVICE SHALL INDICATE
ITS'S ACCEPTANCE OF THIS AGREEMENT. USE OF ITS'S SERVICES CONSTITUTES
ACCEPTANCE OF THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT
CUSTOMER HAS FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT.
CUSTOMER FURTHER REPRESENTS AND WARRANTS THAT CUSTOMER IS AT LEAST 18
YEARS OF AGE, AND THAT CUSTOMER IS NOT LOCATED IN A COUNTRY SUBJECT TO
U.S. EMBARGOES, OR LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF
SPECIALLY DESIGNATED NATIONALS, OR LISTED ON U.S. COMMERCE
DEPARTMENT'S DENIED PERSONS LIST OR ENTITIES LIST.
ITS, Inc.
Customer Web Hosting Agreement v3.0