Web Hosting Agreement
Effective as of this agreement’s latest date of execution (the “effective date”). CustomWebApps, Inc. and client (the "Subscriber") hereby enter into a web site development agreement (the “agreements”) subject to the following terms and conditions:
1.1 . Following clients initial acceptance of the work product, client shall provide for the payments set forth in the proposal the web hosting services for the clients web site, the “site” described in the proposal and the following web hosting services:
(A). If requested by client, CustomWebApps shall cooperate with client in registering clients selected domain names for the site, the domain names, with registering clients selected registrar. Client shall own all right, title and interest in and to the domain names and registrations and all intellectual property rights related thereto. Unless otherwise specified by client, CustomWebApps shall list client’s project liaison as the administrative, technical, and billing contact.
(B). Client will have sole control over the text, pictures, sounds, graphics, video and, other data on the site, contended. CustomWebApps shall not supplement, modify or alter any work product which has been accepted by client or any content (other than modifications strictly necessary to upload the content to the site) except with clients prior written consent. CustomWebApps shall upload all content, including updates to the site within 24 hours of delivery to CustomWebApps. CustomWebApps shall also permit client to electronically transmit or upload content directly to the site.
(C). When requested by the client, CustomWebApps at the client’s expense shall deliver to client a complete electronic copy of the site.
(D). CustomWebApps hosting standards shall conform to the following:
(1) The site shall be publicly available to users a minimum of 99% of the time during any 1 year period.
(2) CustomWebApps shall take security measures consistent with standards in the industry to prevent unauthorized access to restricted areas of the site and any database or other sensitive material generated from or used in conjunction with the site; and CustomWebApps shall notify client of any known security breaches or holes.
(3) In addition to other applicable remedies, client may immediately terminate this agreement without a further cure period if (x) any breach of this section 2.1 is not cured within the later of the next measurable period (only if applicable) or 10 days, (y) the same subsection is breached a second time, or (z) there are 2 breaches of separate subsections (even if cured) within any six month period.
1.2 Based on the monthly assessment, additional maintenance is reasonably required due to increases in traffic, space, or content, CustomWebApps will create an addendum to this agreement indicating reasons for increased costs for the management of the site. If client does not agree with this new management addendum, client shall have the right to cancel this agreement without any further obligation. Client can then choose to continue hosting with CustomWebApps under a hosting only plan for an additional 30 days during which time the client can migrate the site content to a new provider.
Ownership and Intellectual Property Rights
2.1 Users may not transmit, distribute, download, copy, cache, host, or otherwise store on a Server, CustomWebApps or its physical infrastructure any information, data, material, or work that infringes the intellectual property rights of others or violates any trade secret right of any other person. CustomWebApps has the right to disable access to, or remove, infringing content to the extent required under any law or regulation, including the Digital Millennium Copyright Act of 1998.
2.2 CustomWebApps acknowledges that the content, including any modifications made by CustomWebApps to the sire and the content, and all intellectual property rights therein are and shall remain there property of client. CustomWebApps shall have no right in such content or in any text, pictures, sounds, graphics, video and other data provided by this site users (“user content”), other than the limited right to use such content for the purposes expressly set forth in this agreement.
3.3 Client acknowledges that any tools which CustomWebApps has already developed or which CustomWebApps independently develops or licenses from a third party, excluding any tools which CustomWebApps creates pursuant to the proposal of this agreement and utilized by CustomWebApps to perform the services hereunder (the CustomWebApps tool set) and all intellectual property rights there in are and shall remain the property of CustomWebApps and its licensors.
3.4 CustomWebApps hereby irrevocably assigns to client all rights, titles, and interests in and to the specifications, all HTML files, Java files, graphic files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for client by CustomWebApps in accordance with the terms of this agreement, work product, including, without limitation, all applicable intellectual property rights thereto.
Subscriber agrees to pay all applicable fees for Services in effect at the time of sign-up registration and/or renewal, subject to these Terms. Subscriber agrees to update and keep current all of Subscriber's billing information, email and all other contact information. It is the Subscriber's responsibility to verify that the information submitted is accurate to insure proper billing and continuity of services. CustomWebApps may use Merchant Updater Services to receive updated billing information from participating providers.
In the event Subscriber issues a chargeback or reversal of charges without first following the below cancellation procedures, the Subscriber will be responsible for a $25.00 billing service fee. Hosting accounts that have an open dispute may be disabled for security purposes.
In the event Subscriber is a corporation, limited liability company, partnership, joint venture, other business entity or group of individuals, the person registering for or renewing CustomWebApps Services on behalf of Subscriber hereby certifies that he/she has the authority to and does hereby bind the corporation, limited liability company, partnership, joint venture or other individuals in this manner and in connection with Subscriber's acceptance of all other Terms set forth herein.
CustomWebApps intends to provide the best possible web hosting service to each of its Subscribers. CustomWebApps is also dedicated to staying abreast of new and available technologies that will better serve our Subscribers. However, due to changing technologies, changing laws and the individual and collective needs of our Subscribers, CustomWebApps reserves the right, in its sole discretion, to change, modify, add or remove all or any part of these Terms at any time with or without notice.
Subscribers may view the most current version of these Terms at www.zervers.net/terms.html. Any use of the Services by Subscriber, after changes, modifications, additions or deletions to these Terms are posted on the Zervers.net website, shall constitute Subscriber's acceptance of all such changes, additions, modifications or deletions. If a Subscriber does not agree to any such alterations to these Terms, the Subscriber's sole and exclusive remedy is to cancel the Subscriber's account as set forth in Paragraph 3 below.
If CustomWebApps makes a significant change to these Terms, as determined in its sole discretion, CustomWebApps will post a notice that we have made significant changes to the Terms on the Zervers.net website for at least thirty (30) days after the changes are posted and will indicate at the bottom of these Terms the date these Terms were last revised.
IF YOU, FOR YOURSELF OR ON BEHALF OF ONE OR MORE PERSONS YOU ARE REPRESENTING WITH RESPECT TO CUSTOMWEBAPPS SERVICES, DO NOT AGREE TO ANY OF THE FOREGOING TERMS, YOU MUST, FOR YOURSELF AND ON BEHALF ANY SUCH PERSON(S), DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A MEMBER, CANCEL YOUR CUSTOMWEBAPPS ACCOUNT. BEGINNING NOW, ANY CONTINUATION BY YOU IN USING THE SERVICES CONSTITUTES FOR YOU AND THOSE REPRESENTED BY YOU AN EXPRESS AFFIRMATION AND COMMITMENT TO BE (OR TO CONTINUE TO BE, AS APPLICABLE) LEGALLY BOUND BY AND TO COMPLY WITH ALL OF THESE TERMS.This file was last modified: January 28, 2009