All clients of WebWindoz Web Hosting Services are required to agree to the following terms and conditions. This agreement (the "Agreement") is between you ("Customer") and WebWindoz Web Hosting ("WebWindoz").

 

1. ACCESS TO SOFTWARE AND SERVICES.

 

1.1 Access to Hosting Services.

WebWindoz shall provide Web Site Hosting Services for use by Customer. Such Services shall provide reliable internet access, data backup, search engine listing, and reporting utilities via Internet connections (the "Access Services"), subject to the limitations of this Agreement. Such Services shall be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty five (365) days a year. Such services include a non-exclusive, non-transferable license to use the Services only for Customer's business purposes. Customer shall not copy, duplicate, modify or incorporate in any other work or any of the Service. Customer shall not reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any of the Service.

 

1.2 Maintenance Activities.

 

1.2.1 System and Application Changes.
WebWindoz reserves the right, as reasonably necessary or convenient for WebWindoz's own purposes or to improve the quality of service to Customer, to change rules of operation, accessibility periods, Customer identification procedures, types of equipment utilized by WebWindoz, system interfaces, operating and other system and network software, utilities, and database software, and to implement enhancements or updates to the Software.

 

1.2.2 System Maintenance.

a. Scheduled Maintenance.
WebWindoz shall provide preventive maintenance for the Services in accordance with its normal maintenance schedules and procedures, as modified from time to time during the term hereof. Customer acknowledges that portions of the Service shall be inaccessible during the periods set forth in such schedules. Customer shall be notified in advance of all scheduled maintenance activities to the best effort of WebWindoz, except in such cases as critical upgrades or modifications.

b. Data Maintenance and Backup Procedures.
Customer agrees that WebWindoz has the sole right and responsibility to maintain and update the logical and physical organization and structure of the associated files utilized in the Service. In the event of any loss or damage to Customer's data, Customer's sole and exclusive remedy shall be for WebWindoz to use its best efforts to replace or restore the lost or damaged data from the latest backup of such data which WebWindoz has maintained in accordance with its standard archival procedures.

1.2.3 Upgrade Path.

While WebWindoz provides no guarantee of future upgrade pricing, features or timelines, Customer shall be given a significant discount for future upgrades, to be determined by WebWindoz in the course of continued development. WebWindoz shall give Customer adequate written documentation on upgrade terms, conditions and features prior to upgrade installation.

 

1.3 System Security.
Customer shall follow WebWindoz's standard security procedures when accessing and using the Services. Customer acknowledges that WebWindoz has neither responsibility for nor control of the communications lines used to access the Services since such lines are provided by a third party public utility, and that the security of transmissions to and from the Services is not the responsibility of WebWindoz. WebWindoz is further indemnified from security breaches resultant from server location or maintenance liabilities, namely insecure networks, inappropriate network access, theft or physical violation.

 

2. CUSTOMER OBLIGATIONS.

 

2.1 Cooperation and Assistance.
As a condition precedent to WebWindoz's obligations hereunder, in addition to full and responsible payment of all hosting related fees, Customer shall provide WebWindoz with full, good faith cooperation and such information as may be required by WebWindoz in order to render the services as required hereunder.

 

2.2 Operating Methods and Procedures.
Customer shall use the Services in accordance with such reasonable policies as may be established by WebWindoz and its licensors, as set forth in any materials furnished by WebWindoz to Customer from time to time. Customer shall supplement or modify its operating methods and procedures as reasonably required to make effective use of, and functionally conform to such Service policies.

 

2.3 Usage Restrictions.
The following types of Web sites are NOT allowed to use the Services: Sites containing pornographic material, sites with links to pornographic sites, sites encouraging illegal activity or racism, sites providing instructions or discussions about performing illegal activities, sites engaged in libelous or harassing activities, sites that promote or utilize software or services designed to deliver unsolicited email, sites that are otherwise inappropriate. WebWindoz reserves the right, in its sole discretion, to determine whether sites use its Services.

 

2.4 Information Rights.
Customer affirms having legal rights to store, reproduce or otherwise make use of information on the site(s) specified by the Customer, and acknowledges that this information may be accessed and stored by the Services. Customer retains all legal rights to this information.

 

2.5 Transfer of Agreement.
This agreement is not transferable by any Customer, and any attempt by any Customer to transfer this Agreement shall be void and a violation of this Agreement.

 

3. FEES AND EXPENSES.

 

3.1 Fees and Expenses.

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3.1.1 Hosting Fee.
Customer affirms having agreed to this service agreement for WebWindoz to provide web hosting services, and the terms and conditions therein. Customer agrees to pay the hosting fee(s) as determined at the point of sale.

 

3.1.2 Domain Name Registration Expenses.
Customer is responsible for paying the required domain name registration fee as determined at the point of sale. This is a yearly fee and will be billed to Customer by WebWindoz at the time of renewal. All domain name registration services are to be provided by a domain name registrant of WebWindoz�s choosing. The customer acknowledges understanding that domain name registration fee amounts are outside the control of WebWindoz.

 

3.1.3 Other Expenses.
The Hosting Service and all other services performed by WebWindoz for Customer pursuant to this Agreement, including any optional services, shall be collectively known as the "Services." WebWindoz shall not be responsible for any conversion expenses incurred by Customer or prior third party service providers to Customer. If WebWindoz is required to pay any federal, state or local taxes based on the Services or other deliverables (other than taxes based on WebWindoz's net income), such taxes shall be billed to and paid by Customer, in addition to the fees and expenses stated above. Any resultant work shall be performed on an hourly basis, unless otherwise specified, and according to WebWindoz�s hourly rate schedule, which is available by request.

 

3.1.4 Failure To Pay Fees And/Or Expenses
Failure by Customer to fulfill payment obligations within 30 days of receipt shall be considered grounds for service termination. Service termination or the granting of payment extensions shall be done at the sole discretion of WebWindoz. Customer agrees to and fully understands that if collection services must be employed to recover unpaid fees and/or expenses, that Customer shall be responsible for paying the cost of employing said collection services.

 

4. PROPRIETARY RIGHTS.

Customer acknowledges that WebWindoz and/or its licensors own all intellectual property rights in the Services, including all hardware and software components and any associated documentation. The parties agree that, except as stated herein, this Agreement does not grant Customer any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, or licenses in respect of the foregoing items of service or documentation.

 

5. CONFIDENTIALITY.

 

5.1 Defined.
By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall include but not be limited to the Services, source code, algorithms, formulas, methods, know-how, processes, designs, new products, developmental work, prospective customer names, the terms and pricing under this Agreement, and all information clearly identified in writing at the time of disclosure as confidential.

 

5.2 Exceptions.
A party's Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. Customer shall not disclose the results of any performance tests of the Services to any third party without WebWindoz's prior written approval.

 

5.3 Use and Nondisclosure.
The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of five years after termination of this Agreement. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Customer acknowledges that it is not a competitor of WebWindoz, and agrees not to share this information with any competitors.

 

6. WARRANTIES.

 

6.1 Warranties for Services.
WebWindoz warrants during the term of this Agreement that the Services shall be of a quality conforming to generally accepted industry standards and practices. Upon receipt of written notice from Customer describing a breach of the foregoing warranty in such reasonable detail as is requested by WebWindoz, WebWindoz shall, at WebWindoz's expense, perform the Services described in such written notice so as to conform to generally accepted industry standards and practices. WebWindoz warrants that the software provided by WebWindoz (not including any software provided by third party vendors or Customer) comprising the Service shall perform the functions described on the Customer�s Web site during the term of this Agreement. If the Software does not conform to the foregoing warranties, WebWindoz shall correct promptly any such non-conformances or advise Customer of alternate means of accomplishing the desired data processing which WebWindoz will implement at WebWindoz's expense. NOTWITHSTANDING THE FOREGOING, WEBWINDOZ DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.

 

6.2 Disclaimers.
The above warranty does not cover the results of accident, abuse, neglect, improper testing, vandalism, acts of God, use contrary to the applicable specifications or instructions, or repair or modification to the Software and Services by anyone other than WebWindoz or WebWindoz's authorized agents. WebWindoz shall not be responsible for any errors or omissions in, or improper operation or incorrectness of, any programs, data, user documentation or other information furnished by WebWindoz or any delays, breakdowns or interruptions in the Customer's use of the Software and Services, unless caused by the gross negligence or willful misconduct on the part of WebWindoz. CUSTOMER AGREES THAT WEBWINDOZ MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER, OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL BE BINDING UPON WEBWINDOZ AS A WARRANTY OR OTHERWISE.

 

7. TERM AND TERMINATION.

 

7.1 Term.
This Agreement shall commence on the Effective Date as soecified in the work order and shall continue for a period of 1 year unless this Agreement is otherwise terminated as provided in this Section 7, the termination and renewal terms shall be as follows:

 

7.2 Termination for Breach.
Either party may terminate this Agreement or any license upon written notice if one party materially breaches this Agreement and (if capable of cure) fails to correct the breach within 30 days following written notice from the other specifying the breach.

 

7.3 Rights and Obligations Upon Termination.
The obligations of WebWindoz and Customer in Sections 4, 5, 8, 9 and 10 shall survive termination or expiration of this Agreement. Upon termination, all licenses granted hereunder shall immediately terminate and each party shall return and make no further use of equipment, property, materials and other items (and all copies thereof) belonging to the other party.

 

7.4 Renewal.

At time of contract renewal, WebWindoz will mail Customer an invoice for the next year�s fees. If Customer wishes to continue this agreement for an additional year, Customer will pay the invoice by return mail. This action constitutes continued acceptance of the terms outlines within this Agreement.

 

8. INDEMNIFICATION.

 

8.1 Customer Indemnification.
Customer assumes sole responsibility for results obtained from the use of the Software and Services by Customer and for conclusions drawn there from. WebWindoz shall not be responsible for loss, destruction, alteration or disclosure to any person of Customer's data submitted by Customer or resultant output thereof (or loss, destruction, alteration or disclosure to any person of any physical media on which such Customer data or resultant output are stored), unless caused by gross negligence or willful misconduct on the part of WebWindoz. Furthermore, WebWindoz shall have no liability for any errors or omissions in any information, instructions or scripts provided to WebWindoz by Customer in connection with the Services provided hereunder. Customer shall indemnify WebWindoz and its directors, officers, employees, affiliates and agents, and shall hold it harmless against any claims, losses or damages asserted by any person, including court costs and reasonable attorney's fees, arising out of or in connection with the performance of Services hereunder, except for any such claims, losses or damages arising out of the indemnified party's gross negligence or willful misconduct.

 

9. LIMITATION OF LIABILITY.

EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF THE SOFTWARE AND SERVICES OR ANY COMPONENT OF SUBPART THEREOF, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES, OR OTHER ECONOMIC LOSS ARISING OUT OF BREACH BY THE OTHER PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY).

 

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT (EXCEPT RELATING TO CONFIDENTIALITY OBLIGATIONS), CUSTOMER AGREES THAT IN NO EVENT SHALL WEBWINDOZ'S AGGREGATE LIABILITY TO CUSTOMER, AND ANY OTHER THIRD PARTY IN CONNECTION WITH THE PERFORMANCE OF ANY OR ALL OF THE SERVICES ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM. The provisions of this Agreement allocate the risks between WebWindoz and Customer. WebWindoz's pricing reflects this allocation of risk and the limitation of liability specified herein.

 

10. GENERAL.

 

10.1 Force Majeure.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party.