This website hosting agreement is between
The Host is engaged in the business of providing hosting and related services.
The User wants to retain the Host to perform the services provided for in this agreement.
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES.
The Host shall provide the services set forth in Exhibit A (the "Services"), as described in Exhibit B ("Service Level Agreement").
2. PRICE; PAYMENT.
If the Host cannot provide the availability level indicated in the Service Level Agreement, and the User complies with its credit request procedures, the User shall receive a credit based upon the credit percentages in Exhibit B. The Host shall include any credit due under that agreement on the next invoice.
3. TERM; TERMINATION.
4. CUSTOMER SERVICE.
The Host shall consult with the User via telephone or electronic mail about how to use of the system on the terms set forth in the Service Level Agreement, but will not assist with any services not maintained or controlled by the Host as part of this Agreement. Third-party applications, mail-enabled printers/scanners, web services, and custom transport rules may be supported but will be scoped and billed separately.
5. SECURITY; BACK-UP.
6. CONTENT.
7. CONFIDENTIAL INFORMATION.
8. NATURE OF RELATIONSHIP.
The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.
9. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.
During the Term, the Host may engage in other website hosting activities, except that the Host may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Host's obligations or the scope of Services to be rendered for the User under this agreement.
10. INDEMNIFICATION.
11. INTELLECTUAL PROPERTY.
12. GOVERNING LAW.
13. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by both parties.
14. ASSIGNMENT AND DELEGATION.
15. COUNTERPARTS; ELECTRONIC SIGNATURES.
16. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
17. NOTICES.
18. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
19. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
20. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
21. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
22. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
Date: _________________ |
__________________________________________ |
Name: |
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Date: _________________ |
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Name: |
[PAGE BREAK HERE]
EXHIBIT A
Attach description of services and fees
[PAGE BREAK HERE]
EXHIBIT B
SERVICE LEVEL AGREEMENT
The Services are provided subject to the following terms, referred to as a "Service Level Agreement."
1. HOST SERVICES AVAILABILITY.
The Host shall use reasonable efforts to provide the Services at all times during the Term. However, from time to time Host services may be inaccessible or inoperable for any reason, including: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that the Host may undertake; or (c) causes beyond the Host's control or that are not reasonably foreseeable by the Host. The Host shall provide as much advance notice as customary and reasonable for any unscheduled or emergency maintenance.
2. 100% NETWORK UPTIME.
3.
4. PUBLIC CLOUD HOSTING AND PRIVATE CLOUD HOSTING.
5. DEDICATED HOSTING.
6. SCHEDULED MAINTENANCE.
7. EMERGENCY MAINTENANCE.
8. HARDWARE REPLACEMENT.
The Host may replace hardware for any reason, at any time.
9. DOWNTIME EXCLUSIONS.
The unavailability of Host services due to the following will not be considered to be downtime (and credits will not be issued) ("Excusable Downtime"):
10. CREDIT REQUEST AND LIMITATIONS.
11. TROUBLE TICKETS.
A member of the Host's Network Operations Center Service Desk staff will be available to assist you with problems and questions regarding the hosting services. The Host will supply telephone or email support to you regarding the hosting services 24 hours a day, 7 days a week. If problem is determined to be non-hosting environment related a charge may be incurred at an hourly rate of
12. HOST WILL ONLY PAY CREDITS FOR DOWNTIME OR OUTAGES.
The Host is not liable for any damages the User claims to have suffered because of Host downtime or outages, including the unavailability of software, operating systems, applications, and data.
13. INTERNET BANDWIDTH.
How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.
In today's fast-paced business world, polished and professional websites can be critical marketing tools for companies seeking a competitive advantage.
However, a company's website is only as good as its hosting server. A company with inadequate server space and bandwidth to support its site may lose thousands of dollars of sales due to website downtime and inoperability.
To minimize this risk and make its website more reliable, a company may hire an expert to publish (or host) its website online. Hiring a web host allows a company to rent appropriate server space and necessary bandwidth cost-effectively while maintaining control over the site's content. However, companies hiring web hosts need a well-drafted website hosting agreement.
The website hosting agreement template provided on this page can be a good starting point for drafting an agreement to cover the hosting of a website for a company. It can help safeguard the parties' rights during the agreement's term. You may revise or restructure specific provisions to fit your organizational goals.
When a company adds or modifies website content, especially graphic, audio, or video content, the costs and technical requirements of website hosting may go up significantly. It's important to specify any additional fees that the hosting provider may charge if the website demands more attention and services unless the agreement doesn't limit the levels or hours of service.
Many website hosts have agreement forms that they would use to govern an agreement about website hosting. If you are the company, make sure the agreement addresses technical and performance issues like:
If a host is insistent on using their agreements and you are committed to using their services, read the agreement carefully to ensure you know your long-term rights are protected.
Understand your goals. Ensure that it has the following apart from any other agreed-on terms:
Clarify the terms and conditions of your agreement before memorializing them in writing.
Discuss the requirements for hosting the website, like
Allow each party to review the agreement. Each party should get sufficient time to understand the terms or how those might affect the agreement.
Review the completed agreement to ensure that all relevant points have been included. To avoid misunderstandings, it is essential to state all expectations and terms explicitly in the document.
Review your state's applicable laws for independent contractors.
A written agreement is the first step in establishing an individual's independent contractor status. Once signed, both parties must follow its terms to maintain status.
If you're building a website, it must comply with all relevant laws and regulations. It is particularly vital if your website contains potentially sensitive content, such as indecent or defamatory materials, or if it caters to a younger audience since, nowadays, internet users belong to every age group. By diligently reviewing the relevant laws and regulations, you can ensure your website's compliance, safety, and appropriateness for your users.
Once the agreement is drafted, the parties must sign two copies, one for each partner.
Depending on the nature of its terms, decide to have your agreement witnessed or notarized. This can limit later challenges to the validity of a party's signature.
If your agreement involves significant risks and complex terms, contact an attorney to help draft a document that meets your requirements.
The provisions below will guide you through the terms of the web hosting agreement, section by section, to help you understand the process better.
In this section, mention the relevant details of the involved parties and, if applicable, what type of organization(s) they are (e.g., individual, corporation, partnership). The hiring party (who hires the website host) shall be addressed as the "company," and the provider of hosting services is called the "host."
Briefly describe the company's business here. Additionally, you must provide the date the hosting agreement will become effective (often when signed).
Here, you explain why the parties are entering the agreement. This section confirms the parties' agreement that the company's website will be hosted on the web by the host.
This section explains the promise that the company will pay for the services performed by the host, including the website hosting.
Indicates that the agreement will last several calendar month(s) or indefinitely until the parties agree to terminate it. Companies that want the flexibility to switch hosts or move hosting services in-house soon may prefer a month-to-month term.
This section outlines the specific circumstances that would result in the termination of the agreement before the services have been completed as required under the agreement. Circumstances like:
After termination, the company must pay for the services provided or completed by the host, and the host must return the company's intellectual property. Mention the amount of time that the host has to return those items.
This section lists each party's responsibilities under the Agreement. The host agrees to provide hosting services for the company's website. Use this space to add additional obligations like, “if the company must change or update its operating systems, software, or hardware to support its website hosting, the provider will do so.”
This section defines confidential information for purposes of the agreement. It explains how the host will treat that information, like:
This section mentions the parties' promises under the agreement, which means that the parties agree to enter the deal based on the conditions listed in this section. Primarily, these terms relate to each party having the legal right and ability to complete their obligations.
This section explains the scheduled maintenance and allows the company to terminate the agreement if the website is consistently unavailable because of the host’s activities or other interruptions. Mention the number of times the website must be interrupted before the company can terminate the agreement (e.g., if the website is down at least six times for 20-minute periods in 30 days).
This section explains the relationship of the host with the company. The relationship clause is a critical distinction for legal reasons, including stringent requirements for health insurance coverage, liability, and taxes. The agreement clarifies the importance of maintaining a clear distinction between independent contractors and employees. It's a good idea to review the laws in your state regarding independent contractors.
This section elaborates on the additional actions taken by the host. The host and their team ensure that they are not involved in any work with another company or product currently competing with the company.
However, this section does not entirely prohibit the host from engaging in other business activities. The host can perform tasks for other companies if they do not harm the trade secrets of the company or its interests by sharing such information.
This section outlines each party's responsibilities in case of issues arising in the future and protects them from any adverse consequences arising from the other party's negligence or intentional misconduct.
You can also add an optional clause that requires the host to buy an insurance policy to cover any costs if a lawsuit is brought.
This section mentions each party's promise that their property and work don't infringe on any third party's intellectual property rights. It also states that the host doesn’t obtain any ownership rights in the company's intellectual property by entering into the agreement. This section provides that the host may not continue to use the company's trademarks after the agreement terminates.
This optional section explains that the company will be solely responsible for any commercial taxes levied against the website. However, this is not applicable if the company doesn't sell any products on the website or has a different agreement with the provider.
This section states that any changes to the agreement are only effective if such changes are made in writing.
This section states that if either party wants to assign its obligations and interests under the agreement, it must first obtain the other party’s written permission.
This section states that the parties' rights and obligations will be passed on to heirs or, in the case of companies, successor organizations, or organizations to which rights and obligations under this agreement have been permissibly assigned.
This section releases a party from its obligations if its performance is made impossible by an event beyond its control despite its best efforts (e.g., fire, flood, earthquake, strikes, war, and more). This release is effective only if circumstances prevent that party from completing its tasks.
However, if a force majeure event happens and a party can’t do what it’s supposed to under the agreement, it must give written notice to the other party immediately, as well as a written notice when the problem is resolved, and they can work to meet their obligations as soon as possible.
This explains that if either party allows the other to ignore or break an obligation under the agreement, it doesn’t mean that the party waives any future rights to require the other to fulfill those (or any other) obligations.
For example, if the agreement demands the host to work 40 hours a week, but the company only needs the host to work 30 hours a week. Later, the company could tell the host to work 40 hours a week, as required in the agreement. If the host claims that this right was “waived” because the company didn’t enforce it before, the company can reference this section: choosing not to enforce a rule at one time doesn’t stop it from being enforced in the future.
This section mentions the addresses to which all official or legal correspondence should be delivered. Write the mailing address for both the company and the host.
This section allows the parties to choose the governing laws of the state to interpret the document. Since the host may work in one state and the company in another, the applicable law could be different, though it may not be a venue provision.
This clause states that regardless of where the parties sign the agreement or how they transmit signatures (via electronic devices such as computers or fax machines), all the separate pieces will be considered part of the same agreement. This provision is beneficial today, where signing parties are often located in different cities and can't be physically present in the same room. It ensures that business can be conducted efficiently without compromising the validity of the agreement.
This protects the terms of the agreement as a whole, even if one part is later invalidated. For example, if a state law is passed prohibiting choice-of-law clauses, it will not undo the entire document. Only the section of the agreement regarding choice of law would be nullified, while the rest remains enforceable.
This section confirms the parties' agreement that the document they're signing is "the agreement" about the issues involved.
This section explains that the headings at the beginning of each section are meant to organize the document. Any interpretation of the clauses should not be based on the headings.
If you’re looking for a sample agreement template to draft your website hosting agreement, use the professionally drafted and formatted template given at the beginning of this page.
One can design the most gorgeous, functional website in the world, but if the server can support it, it's doing your business better. Hiring a professional to publish the website puts server-related stress in expert hands. A website hosting agreement protects the client and host and makes expectations clear from the beginning.
The company and the host need an agreement to protect them from web hosting liabilities. This agreement clearly outlines each party's responsibilities, including the host's duty to provide server space and bandwidth and the company's duty to maintain the site's content. It also sets service expectations, ensuring a smooth and efficient hosting process.
A detailed agreement can ensure a positive and smooth process with clear expectations from the beginning. With such an agreement, companies may avoid potential frustrations or misunderstandings, such as unexpected downtime, loss of data, or disputes over service quality.
Here's the information needed to complete a website hosting agreement: