North Dakota Website Designing and Hosting Agreement

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North Dakota Website Designing and Hosting Agreement Powered By Docstoc
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                             This Website Designing and Hosting Agreement is used by a customer who wishes to
                             engage a provider to design and host the customer's website. This document contains the
                             material terms and conditions of the agreement including the services to be provided, the
                             launch date and payment details. It contains standard provisions commonly included in
                             these types of agreements as well as opportunities to allow for customization to address
                             the specific needs of the contracting parties. This document should be used by customers
                             or providers of website designing and hosting services located in North Dakota when
                             entering into an agreement for services.
             ®




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                  WEBSITE DESIGNING AND HOSTING AGREEMENT

THIS WEBSITE DESIGNING AND HOSTING AGREEMENT (hereinafter “Agreement”) is
made as of ____ [Month] ____ [Date], 20____, by and between ________________________
[Instruction:     Insert      the     name       of    provider], having an address of
_________________________ [Instruction: Insert address of the provider] (hereinafter
“Provider”), and ________________________ [Instruction: Insert the name of customer]
having an address of _________________________ [Instruction: Insert address of the
customer] (hereinafter “Customer”). The Provider and the Customer may individually be
referred to as “Party”, or, collectively as the “Parties”.

    WHEREAS, Provider is engaged in designing and hosting of electronic data and documents
(hereinafter “Web Site”);

    WHEREAS, Customer desires to use the services of Provider for designing and hosting of
his Web Site for advertising or conducting lawful business activity on the internet;

    WHEREAS, Provider wishes to enter in this Agreement to perform such services on the
terms and conditions set forth herein;

    NOW, THEREFORE, in consideration of the mutual promises, covenants, warranties, and
other good and valuable consideration as set forth herein, and intending to be legally bound, the
Parties hereto agree as follows:

1. DESCRIPTION OF SERVICES

   Provider shall conduct design and implementation services as well as optional services as
   chosen by Customer from amongst a listing of service options currently available and listed
   by Provider at _________________ [Instruction: Insert the website of provider]. Customer
   shall submit a written request (by U.S. mail, electronic mail, or by facsimile) to Provider
   detailing the services that Customer desires (the “Initial Service”). Services shall generally
   include the following: graphical design, conversion of conventional media into electronic
   form, design of HTML code for document formatting, an internet account to host the
   implemented Web Site, and help with submission of Web Site identification address to
   search engines. The Initial Services may be extended or modified, at the electronic written
   request of Customer, to encompass design work that is in addition or in deviation to those
   outlined by Customer as the Initial Services (the “Additional Service”).

2. LAUNCH DATE

   The projected launch date of the Web Site is ____ [Month] ____ [Date], 20____,
   provided the Customer provides Provider with all necessary materials and support personnel.
   Customer understands that any delays in providing all necessary materials and support
   personnel will prolong the launch date of the Web Site.




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3. PAYMENT

   Payment shall be made by credit card, cash, check, or money order, in US dollars, made
   payable to Provider. All monthly hosting fees contracted will commence monthly billing on
   the first of the month after contract is received by Provider and domain is registered or
   transferred. All prices are subject to change with ___________ (___) [thirty (30)] day
   written notice to Customer. The charge for Additional Services, as mentioned in paragraph 1
   above shall be billed at the per hour rate listed by Provider under the heading of “Additional
   Services” on _________________ [Instruction: Insert the website of provider].

4. DELINQUENT PAYMENT PENALTIES

   Provider reserves the right to render the site inaccessible if monthly invoices are delinquent
   by ___________ (___) [◊ fifteen (15)] days or more. Also, the customer support center will
   remain inaccessible until all outstanding invoices are paid in full. In the event that Customer's
   invoices are delinquent for a period of ___________ (___) [forty five (45)] days or more,
   Provider reserves the right to terminate this Agreement under the provisions as mentioned in
   paragraph 12 below.

   Customer agrees to pay any and all federal, state, or municipal sales or excise taxes that may
   apply to the contracted services provided by Provider. Should Provider be found to accrue
   any of these taxes in direct relation to Customer, the amounts of those taxes will appear as an
   adjustment to the prices as mentioned in Paragraph 3 above.

5. LIMITATION OF LIABILITY

   Provider makes no warranties of any kind, whether expressed or implied, for his/her services.
   Provider specifically disclaims any implied warranties of merchantability or fitness for any
   particular purpose. Provider will not be responsible for any losses or damages resulting from
   delays, non-deliveries, mis-deliveries, service interruption, downtime, or Customer’s errors
   or omissions. In the event that through his/her own negligence Provider fails to provide
   services, Provider’s total liability will be limited to the refund of Customer’s monthly service
   fee for the month during which interruption occurred, prorated according to the actual time
   for which Provider failed to provide services. Downtime for regularly scheduled maintenance
   of Provider’s network shall not be considered failure to provide services. Provider shall have
   no liability for failure to provide services resulting from the acts or omissions of third parties.
   Provider will not under any circumstances be responsible for consequential damages,
   including, but not limited to, any consequential damages arising from Provider’s failure to
   provide services in accordance with this Agreement.

6. INDEMNIFICATION

   Customer agrees to indemnify, defend, and hold Provider harmless from and against all
   claims, suits, proceedings, expenses, losses, liabilities, or damages (collectively “Claims”)
   arising from the use of services pursuant to this Agreement. This includes but is not limited
   to:




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       a. Claims of third parties, including patrons of Customer, arising out of, resulting from,
          or related to Customer’s negligence or any other use of the Web Site by Customer.

       b. Any Claims for libel, slander, invasion of privacy, or infringement of copyright for
          materials provided by Customer and posted by Provider or posted by Customer.

   Customer agrees to defend Provider against any such Claim he is legally liable for and to
   pay, without limitation, all litigation costs, reasonable attorney’s fees and court costs,
   settlement payments, and any damages awarded or resulting from any such Claim. Provider
   agrees to indemnify, defend and hold harmless the Customer against all claims, suits,
   proceedings, expenses, losses, liabilities, or damages (collectively “Claims”) arising from the
   use of services pursuant to this Agreement. This includes but is not limited to:

       a.    Claims of third parties, arising out of, resulting from, or related to Provider’s
            negligence.

       b.    Claims for libel, slander, invasion of privacy, or infringement of copyright for
            materials provided by and posted by Provider. Provider agrees to defend the
            Customer against any such Claim he is legally liable for and to pay, without
            limitation, all litigation costs, reasonable attorney’s fees and court costs, settlement
            payments, and any damages awarded or resulting from any such Claim.

7. OFFENSIVE OR ADULT MATERIALS

   Provider exercises no control over material available from the internet including material
   accessed through the Provider’s network. Some material may be considered offensive or
   adult in nature. All responsibility for access to material is with Customer. Provider may
   refuse to host and/or design any web page or site it so chooses. Customer hereby releases and
   agrees to indemnify Provider from all claims resulting out of Customer’s Web Site content,
   unless intentionally placed there by someone in direct employment of Provider.

8. OWNERSHIP OF INTELLECTUAL PROPERTY

   Copyright to the finished assembled work of web pages produced by Provider is owned by
   Provider. The Customer is assigned rights to use as a web site the design, graphics, and text
   contained in the finished assembled Web Site. Rights to photos, graphics, work-up files, and
   computer programs are specifically not transferred to Customer, and remain the property of
   Provider. Provider and its subcontractors retain the right to display graphics and other web
   design elements as examples of their work in their respective portfolios. Source code,
   graphics, and text provided by Customer, is owned by Customer.

9. USE BY CUSTOMER

   Customer agrees and represents to Provider that Customer’s use of the Web Site shall be for
   lawful activities only.

10. LAWS AFFECTING ELECTRONIC COMMERCE



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   From time to time governments enact laws and levy taxes and tariffs affecting internet
   electronic commerce. Customer agrees that Customer is solely responsible for complying
   with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Provider and its
   subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise
   of internet electronic commerce.

11. TERM AND TERMINATION OF AGREEMENT

   The term of this Agreement shall be one year from the day and year first written above unless
   terminated pursuant to the provisions of this paragraph 12.

   Customer may terminate this Agreement without cause. If Customer chooses for any reason
   to terminate this Agreement prior to the term as listed above, Customer agrees to reimburse
   Provider for any outstanding invoices due and for any services provided but unbilled as of
   the date of termination.

   Provider may terminate this Agreement at any time without cause and in such event,
   Customer will not be liable for any additional costs under this Agreement. However, in the
   event Provider terminates this Agreement for the reasons as specified in paragraph 4,
   Customer shall remain liable for any invoices unpaid and for any services provided and
   unbilled at the time of termination.

12. WAIVER

   Failure to invoke any right, condition, or covenant in this Agreement by either Party shall not
   be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither
   Party may rely on such failure.

13. HEADINGS

   The various headings and titles used in this Agreement are for convenience only and shall not
   affect the interpretation of any of the provisions of this Agreement.

14. COUNTERPARTS

   This Agreement may be executed in counterparts, all of which when taken together shall be
   deemed a fully executed original.

15. SEVERABILITY

   If any part of this Agreement is unenforceable, the unenforceable part shall be construed to
   reflect as nearly as possible, the original intentions of the Parties. However, the other
   provisions of this Agreement shall remain in full force and effect.

16. AMENDMENT

   No amendment, modification, or extension of this Agreement shall be valid and binding on
   the Parties unless in writing and signed by both Parties.


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17. ENTIRE AGREEMENT

   This Agreement constitutes the entire agreement of the Parties with regard to the subject
   matter hereof, and replaces and supersedes all other agreements or understandings, whether
   written or oral.

18. GOVERNING LAW

   This Agreement shall be construed according to and governed by the laws of North Dakota
   without regard to the conflicts of laws or provisions thereof.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and
year set forth above.

PROVIDER                                       CUSTOMER

____________________                                           ____________________

Signature of Provider                                       Signature of Customer

_________________________                                      __________________________

Printed/typed name of Provider                                 Printed/typed name of Customer




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Description: This Website Designing and Hosting Agreement is used by a customer who wishes to engage a provider to design and host the customer's website. This document contains the material terms and conditions of the agreement including the services to be provided, the launch date and payment details. It contains standard provisions commonly included in these types of agreements as well as opportunities to allow for customization to address the specific needs of the contracting parties. This document should be used by customers or providers of website designing and hosting services located in North Dakota when entering into an agreement for services.
This document is also part of a package Essential North Dakota Legal Documents 143 Documents Included