This General Site Hosting Agreement (“Agreement”) governs the terms of the use by Customer of services offered by LENA SHORE, LLC. Customer agrees to receive access to the LENA SHORE, LLC Virtual Server services according to the following terms and conditions:
1.1. Definition of Duties
Customer acknowledges and agrees that the terms to under this Agreement are for web site hosting services and are made available by LENA SHORE, LLC. LENA SHORE, LLC is not responsible for Customer site maintenance, changes, modifications, HTML coding, scripting, or programming, now or in the future unless otherwise agreed to under separate proposal.
1.2. Compensation
Customer hereby retains LENA SHORE, LLC and LENA SHORE, LLC hereby agrees to provide web site hosting for Customer according to the terms listed in the Agreement.
1.3. Payment for Services
Customer will pay for services provided under this Agreement by invoices submitted to Customer by LENA SHORE, LLC. When initiating service, Customer will be charged the proposed setup fee for the service plan selected, as well as a prorated partial monthly charge according to the service plan for the number of days remaining in the calendar month from the time of initiation of service until the end of the month in which service is initiated.
On or about the first day of every month thereafter, Customer will be invoiced for the following month’s services according to LENA SHORE, LLC’s published schedule.
Payment is due and payable prior to delivery of service for each contacted period. Monthly accounts are due and payable on or before the fifteenth business day of the month for which the services are being contracted.
If this Agreement is terminated on some day other than the last day of the month, Customer will be obligated to pay for the remaining prorated portion of the monthly service plan charge for the month in which the service is terminated plus the following months' invoiced service fees. In the event at least thirty days written notice was not provided. LENA SHORE, LLC shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices.
1.4. Late Payment
Customer shall make full payment upon receipt of invoice. LENA SHORE, LLC imposes finance fees for any account that is more than 15 days past due. At 30 days past due, the account will be locked. Locked accounts will be unlocked only upon receipt of all payments due. Locking of accounts may temporarily include, but is not limited to the following actions: suspending or modifying email access, ftp access, network access services, DNS and domain configuration information until such time that LENA SHORE, LLC is in receipt of all payments due.
1.5. Term
This Agreement shall commence on the date stated in the Web Site Hosting Work Order, and shall remain in effect until all obligations under this Agreement have been properly completed. Either party to this Agreement may terminate this Agreement with or without cause by providing at least thirty days written notice to the other party. If either party is in default under this Agreement (including nonpayment), then the non-defaulting party may also immediately terminate the Agreement without prior notice to the other party. This agreement will automatically renew for successive one- (1) month periods unless canceled in writing prior to the monthly renewal date.
1.6. Compliance with Law
Customer will use the services offered by LENA SHORE, LLC in a manner consistent with all applicable local, state and federal laws and regulations.
1.7. Prohibition of Publication of Certain Material
Customer shall not knowingly or unknowingly submit to LENA SHORE, LLC for publication any of the following material (including pictures, links, or any other content):
(a) Any material which violates or infringes any copyright, trademark, trade secret, patent, statutory, common law or other proprietary rights of others;
(b) Any material that is libelous or slanderous;
(c) Any material which is or contains anything obscene or pornographic; or
(d) Distribution lists to be used via unsolicited electronic mail or other mass electronic mailings.
Due to the public nature of the Internet, all material submitted by Customer for publication will be considered publicly accessible. LENA SHORE, LLC does not screen in advance Customer’s material submitted to LENA SHORE, LLC for publication. LENA SHORE, LLC’s publication of material submitted by Customer does not create any express or implied approval by LENA SHORE, LLC of such material, nor does it indicate that such material complies with the terms of this Agreement.
1.8. Disclaimer of warranties
LENA SHORE, LLC’s service is provided on an “as is, as available” basis.
LENA SHORE, LLC specifically disclaims any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. In no event shall LENA SHORE, LLC be liable for any consequential, indirect, special or incidental damages, even if LENA SHORE, LLC has been advised by Customer of the possibility of such potential loss or damage. If LENA SHORE, LLC’s service to Customer is disrupted or malfunctions for any reason, LENA SHORE, LLC shall not be responsible for losses of income due to disruption of service, beyond the fees paid by Customer to LENA SHORE, LLC for services, during the period of disruption of malfunction.
1.9. Limitation/Disclaimer of Liability
LENA SHORE, LLC is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network LENA SHORE, LLC or its customers may utilize. LENA SHORE, LLC does not represent or warrant to Customer that Customer will receive continual and uninterrupted service during the term of this Agreement. In no event shall LENA SHORE, LLC be liable to Customer for any damages resulting from or related to any failure or delay of LENA SHORE, LLC to provide service under this Agreement if such delays or failures are due to strikes, riots, fire, inclement weather, acts of God, theft or vandalism or other causes beyond LENA SHORE, LLC’s control, as defined by standard practices in the industry. Such failure or delay shall not constitute default under this Agreement.
1.10. Indemnity
Customer agrees to defend, indemnify and hold LENA SHORE, LLC harmless from and against any and all claims, losses, liabilities and expenses (including attorneys’ fees) related to or arising out of the services provided by LENA SHORE, LLC to Customer under this Agreement, including without limitation claims made by third parties (including customers of Customer) related to any false advertising claims, liability claims for products or services sold by Customer, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by Customer for publication by LENA SHORE, LLC, but excluding those related to the negligence of LENA SHORE, LLC.
1.11. Resale of LENA SHORE, LLC’s Service
Unless specifically authorized by LENA SHORE, LLC, LENA SHORE, LLC does not allow, approve nor authorize Customer to act as a “reseller” of the services provided by LENA SHORE, LLC to Customer. Customer’s obligations shall apply to any and all claims made against LENA SHORE, LLC, which arise out of the unauthorized resale of LENA SHORE, LLC’s services.
1.12. IP Addresses
LENA SHORE, LLC maintains control and any ownership of any and all IP numbers and addresses that may be assigned to Customer and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses.
1.13. File Back-up
LENA SHORE, LLC makes reasonable effort to secure and protect data which resides on LENA SHORE, LLC Virtual Servers through a triple-redundancy backup method. However, LENA SHORE, LLC cannot control Customer actions as to fitness of, or treatment of, Customer data caused by Customer.
LENA SHORE, LLC is not responsible for Customer’s files residing on LENA SHORE, LLC’s servers. Customer is solely responsible for independent backup of data stored on LENA SHORE, LLC’s servers.
1.14. Warranties by LENA SHORE, LLC
LENA SHORE, LLC represents and warrants to Customer that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial and municipal laws. However, Customer will not determine or exercise control as to general procedures or formats necessary to have these services meet Customer’s satisfaction.
1.15. Governing Law/Venue
This Agreement shall be governed by the laws of the state of Florida, United States of America. Venue for any action hereunder shall be in the state of Florida. 1.16. Relationship of the Parties. The parties intend that an independent contractor relationship will be created by this contract, and that no partnership, joint venture or employee/employer relationship is intended.
1.17. Taxes
If any federal, provincial or local governmental entity with taxing authority over the services provided under this Agreement imposes a tax directly on the services provided by LENA SHORE, LLC to Customer under this Agreement (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes), then LENA SHORE, LLC may pass the direct amount of such cost on to Customer, and Customer shall promptly pay such cost.
1.18. Waiver
Any party’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.
1.19. Attorneys’ Fees
If LENA SHORE, LLC brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney’s fees.
1.20. Entire Agreement and Notice
This agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this agreement shall be sufficient if it is in writing and if sent by certified or registered mail. IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.
