SCHEDULE 3
INTERNET SITE HOSTING, MAINTENANCE, & MANAGEMENT AGREEMENT
SITE HOSTINGPROVIDER currently owns, operates and maintains its own internet server(s) connected to the internet via one (or more) third party internet access provider(s). PROVIDER offers to host (place CLIENT website) on said server(s) such that it be accessable to the internet population per the following guidelines and rates.
RATES:
CLIENT shall be provided up to 25Mb of basic (unsecure) server storage space at the rate indicated in the table below for a period of one (1) year from the date of this agreement. Additional storage space (in 25mb blocks at a reduced rate) may be made available as the site needs dictate. Secure Socket Layer (SSL) space is available separately and in addition to aforementioned public web space at rates indicated below. PGP encrypted data transmission is available at an additional fee (see table). Space requirements shall include, but not limited to all site page markup languages (HTML, etc.), scripts (CGI, JAVA, JAVASCRIPT, PERL, PHP, etc.) and logs (user access and/or error logs). CLIENT shall be invoiced for the service period in advance at the beginning of each period. Standard billing period is monthly, but may be quarterly or annually by arrangment. Standard payment terms (below) apply. PROVIDER reserves the right to adjust as necessary due to increased costs such as new/increased internet fees, surcharges, taxes, etc.
HOSTING RATES:
- Basic Public Web Space Hosting (in 25mb blocks)* . . . . . . . . . . . . $25/mo/25mb
- Web Content Managed Space Hosting (in 25mb blocks)* . . . . . . . .$35/mo/25mb
- Secure (SSL) Web Space Hosting (in 25mb blocks)* . . . . . . . . . . . $25/mo/25mb
(req's setup & basic hosting)
- PGP encrypted form processing * . . . . . . . . . . . . . . . . . . . . . . . . . $60/yr (PLUS $75 setup)
- CGI Processing (when req'd if site is hosted elsewhere) . . . . . . . . . $60/yr
- mySQL DBMS hosting (when req'd if site is hosted elsewhere) . . . . $120/yr
- Domain Email* (xyz@yourdomain.com)*
Email Aliasing (redirected to alternate address) . . . . . . . . . . FREE/mo/unltd
Email Hosting (email stored on IFI servers) . . . . . . . . . . . . $ 5/mo/5 address (in blocks of 5)- List Mgt./ Graphic Branded Email *. . . . . . . . . . . . . . . . . . . . . . . . $10/mo/1000 names (PLUS install/setup)
- Domain Parking (registered domain name, no site)* . . . . . . . . . . . $60/yr
- Domain Registration / Renewal Fees * . . . . . . . . . . . . . . . . . . . . . .Billed Separate
* 25Mb webspace is roughly equivalent to 500Mb of combined webspace, database storage, email storage and logfile storage. Domain registration, renewals, relocation or parking, Branded & Domain Email setup, SSL and PGP security may require separate one-time setup charges. SSL and PGP security may require additional hosting fees. Branded & Domain email requires domain hosting or parking on IFI server.
At the sole discretion of the PROVIDER, CLIENT shall be provided the following features/services as part of the hosting agreement:
- Site Statistics - publicly accessable by CLIENT as a separate web page (available only to registered domains) indicating visitor frequency by day, hour, location, domain and/or page accessed.
- Password Protection - Password access to specific CLIENT public site areas (ie intranet/extranet). Password setup and management fee additional.
- FTP access - passworded access to site files by CLIENT (optional)
- PROVIDER shall make every reasonable effort to protect and backup data for CLIENT on a regular basis.
SITE MAINTENANCE/MANAGEMENT
It is periodically necessary to make changes and/or modifications to the content due to changes in CLIENT products/services offered to he public, CLIENT personnel or CLIENT policies or to enhance the site's freshness and attractiveness to visitors. CLIENT may elect/request PROVIDER to perform aforesaid changes according to the following rates and guidelines.
MAINTENANCE/MANAGEMENT RATES:
- ALA CARTE (automatically in effect unless superceded by services retainer or maintenance plan):
- Design modifications - $95/hour
- Text/Content modifications - $75/hour
- MAINTENANCE RETAINER (text/content changes only, design changes/new pages subject to design fee):
- Premier Plan - 5 to 10% of site design fee per month (per attached quote)
- unlimited changes/updates/modifications per page per month
- updates online within 24-48 hrs of receipt (if/when reasonably possible)
All CLIENT content updates (photos, graphics, artwork, text, etc.) shall be provided to PROVIDER in electronic form. Postage and handling fees shall be the responsibility of the CLIENT. If provided in printed or hardcopy format, PROVIDER shall convert said material as needed for an additional fee at the prevailing ALA CARTE design rate.
STANDARD PAYMENT TERMS
Clients with an established credit history and/or approved credit are subject to the following terms:
- All accounts are due and payable within 20 days of the invoice date.
- A 2% discount is offered for complete payments within 10 days.
- Failure to make payments may result in domain and email lockout.
All invoices are considered past due after 30 days and subject to monthly late fees (not to exceed $25/mo) and to an effective 18% annual finance charge. Accounts past due 60 days or greater may be referred to collections and/or initiate legal proceedings to secure payment for work done in good faith. All finance and NSF (insufficient funds) charges, late or rebilling fees, and/or any collection and legal fees ARE the clients' responsibility for ALL overdue accounts.
HOSTING/MAINTENANCE WARRANTIES:
PROVIDER exercises no control whatsoever over the content of the information passing through the network. PROVIDER makes no warranties or representations of any kind for the services being offered. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of title, noninfringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by PROVIDER or its agents or employees shall create a warranty. PROVIDER offers no warranty that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free from viruses or other harmful components. PROVIDER makes no guarantee of end-to-end bandwidth.
While PROVIDER shall make every reasonable effort to protect and backup data for CLIENT on a regular basis, PROVIDER is not responsible for CLIENT's files residing on PROVIDER's server(s). CLIENT is solely responsible for independent backup of data stored on or transmitted via PROVIDER's computers. PROVIDER reserves the right to monitor any and all communications through or with our facilities. CLIENT agrees that PROVIDER is not considered a "secure communications medium" for the purposes of the ECPA, and that no expectation of privacy is afforded.
Under no circumstances shall PROVIDER be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from CLIENT use of, misuse of or inability to use the service, or for third parties' use of the service to access CLIENT website, or to access the Internet or any part thereof, or CLIENT or any third parties' reliance on or use of information, services, or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
Further, it is understand and agreed that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("CONTENT"), whether publicly posted or privately transmitted, are the sole responsibility of the CLIENT from which such CONTENT originated. This means that the CLIENT, and not the PROVIDER, are entirely responsible for all CONTENT that is uploaded, posted, emailed, transmited or otherwise make available via the service. PROVIDER does not control the CONTENT posted and, as such, does not guarantee the accuracy, integrity or quality of such CONTENT. By using the service, other parties may be exposed to CONTENT that is offensive, indecent or objectionable. Under no circumstances shall PROVIDER be liable in any way for any CONTENT, including, but not limited to, for any errors or omissions in any CONTENT, or for any loss or damage of any kind incurred as a result of the use of any CONTENT posted, emailed, transmitted or otherwise made available via the PROVIDER'S service.
CLIENT acknowledges that PROVIDER may or may not pre-screen CONTENT, but that PROVIDER and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any CONTENT that is available via the service. Without limiting the foregoing, PROVIDER and its designees shall have the right to remove any CONTENT that violates Terms of Service (TOS) or is otherwise objectionable or that should otherwise NOT be made available. This includes, but is not limited to, the CLIENT does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and/or CONTENT infringes any patent, trademark, trade secret, copyright or other proprietary rights ("RIGHTS") of any party.
Notice of Possible Breach. CLIENT must promptly notify PROVIDER if CLIENT becomes aware of a potential breach of security, such as the unauthorized disclosure or use of CLIENTÕs user name or password.
UNDER NO CIRCUMSTANCES WILL PROVIDER, OR ITS AFFILIATE, THEIR SUPPLIERS OR LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF CUSTOMER, ITS APPOINTEES OR ITS OR THEIR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED ACCESS, DAMAGE, OR THEFT OF YOUR SYSTEM OR DATA, CLAIMS FOR LOSS OF GOODWILL, CLAIMS FOR LOSS OF DATA, USE OF OR RELIANCE ON THE SERVICE, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, OR DAMAGE CAUSED TO EQUIPMENT OR PROGRAMS FROM ANY VIRUS OR OTHER HARMFUL APPLICATION), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY THAT PUBLIC IP NETWORK OR ITS OWNERS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED $100. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION REQUIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.
Indemnity. You agree to indemnify and hold harmless PROVIDER, its owners, and its and their suppliers and licensors, officers, directors, employees, agents and affiliates from any claim, liability, loss, damage, cost, or expense (including without limitation reasonable attorney's fees) arising out of or related to your use of the Service, any materials downloaded or uploaded through the Service, any actions taken by you in connection with your use of the Service, any violation of any third party's rights or an violation of law or regulation, or any breach of this agreement. This Section will not be construed to limit or exclude any other claims or remedies that PROVIDER may assert under this Agreement or by law.
If CLIENT is dissatisfied with PROVIDER service or any of its terms, conditions, rules, policies, guidelines, or practices, CLIENT's sole and exclusive remedy is to discontinue using the service. CLIENT understands that by placing information on PROVIDER' servers that such information becomes available to all Internet users and that PROVIDER has no way of limiting or restricting access (except as designed into the website) to such information or protecting such information from copyright infringement. CLIENT assumes total responsibility and risk for use of PROVIDER' servers and the Internet. It is solely CLIENT responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, services and other information, and the quality and merchantability of all merchandise provided through PROVIDER or on the Internet generally.
NO INTERFERENCE WITH OPERATION OF SYSTEM
CLIENT agrees not to maliciously or intentionally interfere with the proper operation of the system, including but not limited to defeating identification procedures, obtaining access beyond that which CLIENT is authorized, and impairing the availability, reliability, or quality of service for other customers. CLIENT further agrees not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access. CLIENT agrees to follow the Acceptable Use Policy of any network or service connected. CLIENT agrees to adhere to system policies as published online by PROVIDER, including restrictions on services available with each account type, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of service at PROVIDER. CLIENT agrees to abide by any and all future PROVIDER policy decisions.
IN WITNESS WHEREOF, the parties have executed this Contract (and/or Addendum or Schedule) as of this date _______________________.
| the IMAGINATION FACTORY by: ____________________________
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CLIENT by:__________________________________ ____________________________________ |