Website Hosting Agreement
Updated May 15, 2018 – Please print for your records.
1. Definitions
1.1 “Customer” means the persons, entity or agents and authorized representatives accepting this agreement.
1.2 “Content” means all text, pictures, sound, graphics, video, links, and other data stored by Customer on Pixlex Media LLC’s server computers.
1.3 “Website” means pages presenting the Content stored by Customer on Pixlex Media LLC’s server computers.
1.4 “User” means users of Customer’s Website.
1.5 “User Content” means all text, pictures, sound, graphics, video, links, and other data stored by Users on Pixlex Media LLC’s server computers.
1.6 “Confidential Information” means information that Customer takes reasonable steps to maintain in confidence and identifies in writing to Pixlex Media LLC as confidential.
2. Web Hosting
2.1 – Hosting
Pixlex Media LLC will provide dedicated or shared server computers with an Internet address for storage and access of Content, User Content, and the Website. The Website, Content, and User Content must be “server-ready.” Pixlex Media LLC will provide bandwidth and storage. If Customer requires additional bandwidth or storage, Pixlex Media LLC will negotiate in good faith to amend this Agreement unless Pixlex Media LLC’s server computers cannot accommodate the requested bandwidth or storage.
2.2 – Website Backup
Pixlex Media LLC will backup the Website in a commercially reasonable manner. However, Pixlex Media LLC is not responsible for lost Content or lost User Content. Website backups will be stored by Pixlex Media LLC for no longer than 14 days. Pixlex Media LLC will provide, at Customer’s expense, an electronic copy of the backup Website to Customer upon written request by Customer. Backups are intended for disaster recovery, not the restoration of individual files
2.3 – Server Logs
As requested by Customer, Pixlex Media LLC will deliver to Customer in electronic form the Server Log of Website activity. Customer will be entitled to one month of log storage free of charge. Pixlex Media LLC may, at its option, charge a fee to Customer for additional space required to store oversized logs
2.4 – Standards
Pixlex Media LLC’s services will conform to the following:
2.4.1 – Availability of Website.Pixlex Media LLC will provide hosting services for the Website that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput.
2.4.2 – Security.Pixlex Media LLC will take commercially reasonable steps to prevent unauthorized access to the Website, Content, User Content, and Confidential Information stored on Pixlex Media LLC’s server computers.
2.4.3 – Server/Network Computer Outages.Pixlex Media LLC will employ best efforts in providing advance notice to Customer of scheduled server computer/network outages.
2.4.4 – Disclaimers
Pixlex Media LLC provides no equipment, software, or communication connections to Customer. Pixlex Media LLC makes no representations, warranties or assurances that the Customer’s equipment, software, and communication connections will be compatible with Pixlex Media LLC’s hardware and service.
3. Ownership of Content
All Content and User Content stored by Customer on Pixlex Media LLC’s server computers shall at all times remain the property of Customer. Customer grants to Pixlex Media LLC a non-exclusive, worldwide license to the Content and User Content only to the extent necessary for Pixlex Media LLC to host the Website.
4. Content Control
4.1 – Lawful Purpose
Customer will only use Pixlex Media LLC’s hardware and services for lawful purposes and Customer will not store or provide any Content or User Content or link to any material that violates foreign, federal, state or local law.
4.2 – Remedy for Violation
Should Pixlex Media LLC become aware that Customer has violated Part 4.1, Pixlex Media LLC may, at its option, remove the Content or User Content in violation, immediately terminate hosting Customer’s Website under Part 6.3, and/or notify authorities. If hosting is terminated, Pixlex Media LLC may, in its sole discretion, reinstate hosting upon adequate showing of Customer’s right to use the Content or User Content.
5. Payments
5.1 – Fees
Customer shall pay fees agreed upon during account signup. Pixlex Media LLC will invoice monthly (unless otherwise agreed in writing), and payment is due fourteen (14) days from invoicing. In the case of credit card payments Pixlex Media LLC will automatically charge Customer Credit Card on file all fees associated with the account on the due date. Pixlex Media LLC may, at its option, charge a 10% fee for late payments.
5.2 – Returned Checks and Declined Credit Cards may incur a fee.
5.3 – Account Updates
It is the responsibility of the customer to maintain accurate billing information with Pixlex Media LLC. This may include updated credit card information, email address and mailing address.
5.4 – Taxes
Customer is solely liable for any taxes or fees payable for products or services sold by Customer on the Website.
6. Term and Termination
6.1 – Term
The initial term is agreed upon during account signup. After the initial term, this Agreement will automatically renew on a month-to-month basis until terminated.
6.2 – Termination by Customer
During the initial term, Customer may terminate this Agreement upon the material breach of Pixlex Media LLC, if such material breach remains uncured for thirty (30) days following written notice to Pixlex Media LLC. This cure period shall be extended by delay caused by events beyond the control of Pixlex Media LLC including, but not limited to, natural disasters, governmental prohibitions or regulations, viruses that did not result from the acts or omissions of Pixlex Media LLC, or technical faults of Pixlex Media LLC’s service providers or vendors. After the initial term, Customer may terminate this Agreement upon fourteen (14) days written notice to Pixlex Media LLC.
6.3 – Termination by Pixlex Media LLC.Pixlex Media LLC may immediately terminate this Agreement for cause at any time without penalty. Causes justifying immediate termination include, but are not limited to: violation of any foreign, federal, state, or local law; non-payment of fees due under Part 5 of this Agreement; breach of this Agreement and any written modifications thereof; and violation of any other Pixlex Media LLC policy. Pixlex Media LLC may terminate this Agreement without cause at any time upon thirty (30) days written notice to Customer.
7. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PIXLEX MEDIA LLC, AND ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE, MAKE NO WARRANTY IN CONNECTION WITH PIXLEX MEDIA LLC HARDWARE OR SERVICES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INGRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. PIXLEX MEDIA LLC, ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE PIXLEX MEDIA LLC HARDWARE OR SERVICES. CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY SHALL BE RETURN OR REDUCTION OF FEES PAYABLE TO PIXLEX MEDIA LLC.
9. Customer Indemnity
Customer shall defend Pixlex Media LLC against any third party claim, action, suit or proceeding arising as a result of Customer’s use Pixlex Media LLC’s hardware or services and indemnify Pixlex Media LLC for all losses, damages, expenses, and costs incurred by Pixlex Media LLC as a result of a final judgment entered against Pixlex Media LLC in any such claim, action, suit or proceeding.
10. General Provisions
10.1 – Governing Law
This Agreement will be governed and construed in accordance with the laws of the State of New Jersey. Both parties agree to submit to personal jurisdiction in Hunterdon County, New Jersey, and further agree that any cause of action or dispute arising under this Agreement will be litigated or arbitrated in Hunterdon County, New Jersey, United States of America.
10.2 – Severability and Waiver
If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
10.3 – Relationship of Parties
No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party.
10.4 – Attorneys Fees and Costs
In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys’ fees, expert witness fees and legal expenses as may be fixed by a court of competent jurisdiction.
