Hosting Agreement

webmagnetix magnetixONE Web Hosting Agreement:

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Web Hosting.

Hosting.
webmagnetix, LLC (hereafter "Company") will provide shared server computers, with an Internet address for storage and access of Content, User Content, and the Website. The Website, Content, and User Content must be "server-ready." Company will provide bandwidth and storage space. If Customer requires additional bandwidth or storage (for any non-standard package which may not qualify as an "unlimited"), Company will negotiate in good faith to amend this Agreement unless Company's server computers cannot accommodate the requested bandwidth or storage.
Website Backup.
Company does not provide any backup services. We do provide various tools for Customer to be able to backup and download backup packages of the Website via the domain control panel (cPanel). Company is not responsible for lost Content or lost User Content. Company does maintain a RAID server configuration with fail-over service to avoid catastrophic server failure.
Server Logs.
Company provides tools for server log retrieval via the account control panel (cPanel). Customer may retreive logs in electronic form. Company is not responsible for maintaining logs and server histories, nor shall Company be liable in the event of data loss that may include server logs. Company may, at its option, charge a fee to Customer for additional space required to store oversized logs (only where applicable to non-standard packages that may not qualify as "unlimited").
Standards.
Company's services will conform to the following:

Availability of Website.
Company will provide hosting services for the Website that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput.
Security.
Company will take commercially reasonable steps to prevent unauthorized access to the Website, Content, User Content, and Confidential Information stored on Company's server computers.
Server/Network Computer Outages.
Company will employ best efforts in providing advance notice to Customer of scheduled server computer/network outages.
Disclaimers.
Company provides no equipment, software, or communication connections to Customer. Company makes no representations, warranties or assurances that the Customer's equipment, software, and communication connections will be compatible with Company's hardware and service.

Ownership of Content.
All Content and User Content stored by Customer on Company's server computers shall at all times remain the property of Customer. Customer grants to Company a non-exclusive, worldwide license to the Content and User Content only to the extent necessary for Company to host the Website.
Content Control.
1. Lawful Purpose.
  Customer will only use Company's hardware and services for lawful purposes and Customer will not store or provide any Content or User Content or link to any material that violates foreign, federal, state or local law, the Terms of Service and any modifications thereof, Company's posted Acceptable Use Policy , or any other Company policy.
2. Remedy for Violation.
  Should Company become aware that Customer has violated Part 3.A, Company may, at its option, remove the Content or User Content in violation, immediately terminate hosting Customer's Website under Part 5.C, and/or notify authorities. If hosting is terminated, Company may, in its sole discretion, reinstate hosting upon adequate showing of Customer's right to use the Content or User Content.
Payments.
1. Fees.
  Customer shall pay fees agreed upon during account signup. Company will invoice monthly (unless otherwise agreed in writing), and payment is due fourteen (14) days from invoicing. In the case of credit card payments Company will automatically charge Customer Credit Card on file all fees associated with the account on the due date. Company may, at its option, charge a 5% fee for late payments.
2. Returned Checks and Declined Credit Cards may incur a fee.
3. Account Updates.
  It is the responsibility of the customer to maintain accurate billing information with Company. This may include updated credit card information, email address and mailing address.
4. Taxes.
  Customer is solely liable for any taxes or fees payable for products or services sold by Customer on the Website.
Term and Termination.
1. Term.
  The initial term is agreed upon during account signup. After the initial term, this Agreement will automatically renew on a month-to-month basis until terminated.
2. Termination by Customer.
  During the initial term, Customer may terminate this Agreement upon the material breach of Company, if such material breach remains uncured for thirty (30) days following written notice to Company. This cure period shall be extended by delay caused by events beyond the control of Company including, but not limited to, natural disasters, governmental prohibitions or regulations, viruses that did not result from the acts or omissions of Company, or technical faults of Company's service providers or vendors. After the initial term, Customer may terminate this Agreement upon fourteen (14) days written notice to Company.
3. Termination by Company.
  Company may immediately terminate this Agreement for cause at any time without penalty. Causes justifying immediate termination include, but are not limited to: violation of any foreign, federal, state, or local law; non-payment of fees due under Part 4 of this Agreement; breach of this Agreement; violation of the Terms of Service found at http://webmagnetix.net/terms.php and any written modifications thereof; and violation of any other Company policy. Company may terminate this Agreement without cause at any time upon thirty (30) days written notice to Customer.
DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, WEB REFINEMENTS, AND ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE, MAKE NO WARRANTY IN CONNECTION WITH WEB REFINEMENTS HARDWARE OR SERVICES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INGRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY.
WEB REFINEMENTS, ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE WEB REFINEMENTS HARDWARE OR SERVICES. CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY SHALL BE RETURN OR REDUCTION OF FEES PAYABLE TO WEB REFINEMENTS.
Customer Indemnity.
Customer shall defend Company against any third party claim, action, suit or proceeding arising as a result of Customer's use Company's hardware or services and indemnify Company for all losses, damages, expenses, and costs incurred by Company as a result of a final judgment entered against Company in any such claim, action, suit or proceeding.
General Provisions.
1. Governing Law.
  This Agreement will be governed and construed in accordance with the laws of the State of Virginia. Both parties agree to submit to personal jurisdiction in Spotsylvania, Virginia, and further agree that any cause of action or dispute arising under this Agreement will be litigated or arbitrated in Spotsylvania, Virginia, United States of America.
2. Severability and Waiver.
  If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
3. Relationship of Parties.
  No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party.
4. Attorneys Fees and Costs.
  In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys' fees, expert witness fees and legal expenses as may be fixed by a court of competent jurisdiction.
Definitions.
1. "Company" means the entity of record providing web hosting services, currently webmagnetix, LLC -- a Virginia LLC.
2. "Customer" means the persons, entity or agents and authorized representatives accepting this agreement.
3. "Content" means all text, pictures, sound, graphics, video, links, and other data stored by Customer on Company's server computers.
4. "Website" means pages presenting the Content stored by Customer on Company's server computers.
5. "User" means users of Customer's Website.
6. "User Content" means all text, pictures, sound, graphics, video, links, and other data stored by Users on Company's server computers.
7. "Confidential Information" means information that Customer takes reasonable steps to maintain in confidence and identifies in writing to Company as confidential.

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