This Website Hosting Agreement (the “Agreement”) is made between you (the “Client) and The Nicholas R. Barrow Company, LLC, a Rhode Island limited liability company (NO. 001712506) whose primary place of business is located at 10 Water View Lane, North Providence, Rhode Island, 02904 (the “Contractor”).
- The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provides services to the Client.
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Extension of General Service Agreement
This Agreement constitutes an amendment to and an extension of the General Service Agreement between the Parties. When this Agreement is in conflict with the General Service Agreement, this Agreement shall serve as the governing document and supersede the General Service Agreement.
Services Provided (the “Services”)
In addition to any and all services between the Parties as outlined in their General Service Agreement, the Contractor agrees to host one (1) website for the Client for the duration of one (1) year, beginning on the first day to which the Client’s website is fully transferred to the Contractor’s servers and accessible on the internet (the “Term” of the Agreement).
This Agreement shall be automatically renewed unless terminated by either or both of the Parties prior to the day to which the existing Agreement renews. Renewal prices are subject to change. The Contractor will provide notice upon such change taking place. In instance of any changes in pricing, the Client’s signature on said renewal or payment of any invoice will constitute as agreement of said changes. Renewal fees for the following term will be automatically invoiced to Client’s account.
The website associated with this Agreement shall be any and all files or other electronic information associated with the domain name address __________________________________.
The Client authorizes the Contractor to immediately cancel any existing hosting services provided by third-parties and to transfer any and all data onto the Contractor’s servers. In the event that a credit or refund from the third-parties shall occur as a result of these changes, such monies will be returned to the Client or, at the Client’s discretion, applied to current or future invoices with the Contractor.
Compensation & Refunds
The Client elects to be billed for the Services at the following rate:
___________ fifteen United States Dollars ($15.00 USD) per month for the twelve months of this Agreement, billed on an annual basis at the beginning of the Term of the Agreement.
No refund shall be entitled for any reason under this Agreement, but the Contractor may choose to issue one at their sole discretion.
Confidentiality & Data Ownership
The Contractor shall retain full and complete material control and ownership of the Contractor’s physical servers. The Client shall retain full and complete material control and ownership over any and all information stored on the Contractor’s servers. The Contractor agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any information stored by the Client on the Contractor’s servers which the Contractor has obtained under this Agreement, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
Upon termination of this Agreement, the Contractor shall transmit a copy of any and all data stored on the Contractor’s servers to the Client; upon transmitting this material, the Contractor shall be entitled to remove, archive, or otherwise delete any and all of the files and other electronic information stored for the Client on the Contractor’s servers.
Capacity as an Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
Waiver & Limitation of Liability
While the Contractor may take any and all steps that the Contractor deems necessary to secure the Contractor’s servers and the Client’s data stored on those servers, and given the impossibility of creating networks and servers which cannot be unlawfully accessed by malicious third-party actors, the Contractor shall not, under any circumstances or in any event whatsoever, have any liability for any loss, breach, theft, or otherwise unauthorized access to the Client’s data stored on the Contractor’s servers.
The Contractor will not be liable or deemed in default under this Agreement for any failure to perform or delay in performing any of its obligations due to or arising out of any act not within its control, including, without limitation, fire, flood, earthquake, power failure, power outage, network attacks by third-parties, or other acts of God. The Contractor in no way guarantees complete and full access for the Client to the Contractor’s servers for the entire duration of this Agreement, including due to the aforementioned events or other traffic on the Contractor’s network. In the event of planned outages, the Client shall be notified by the Contractor prior to the server(s) housing the Client’s data being rendered inaccessible to the internet.
The Contractor will not be liable or deemed in default under this Agreement for any downtime in hosting beyond the aforementioned, provided that—at the Client’s request—the Contractor shall extend the Client’s duration of hosting by a timeframe equal to the length of the downtime that occurred.
The Client agrees to limit any and all of the Contractor’s liability which arises from the Contractor’s professional acts, errors, or omissions such that the total liability of the Contractor shall not exceed the Contractor’s total fees for the Services rendered for the billing term to which the Contractor’s professional acts, errors, or omissions occurred.
If any terms are found unenforceable in this contract all other terms shall remain in full effect and shall not be altered unless previously agreed between the Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island. Any and all court proceedings regarding this Agreement will take place at said state with travel expenses not being reimbursed for either party.