This Hosting
Agreement (the "Agreement") is by and
between SunCoast Custom Programming & Web
Design/IRis Software Products (the
"Company"), and
______________________________, a
________________(state) ______________
corporation/government (the "Customer").
Ownership/Copyrights.
The Company does and will hold any and all
copyrights to IRis for the Web and
related software developed by it.
The Company
agrees to host the data files from the Customer
and the Customer will have exclusive copyright to
those data files as provided to them by law. All
copyrights of the data files remain the
responsibility of the Customer.
Customer
acknowledges that the Company does not own or
control the various telecommunications facilities
to which it may provide access except as those
specifically identified as belonging to the
Company.
Services. The
Company agrees to act as an Application Service
Provider for the purposes of hosting a single
version of the IRis for the Web software
to be accessible at a URL provided by the Company
to the Customer. After the initial set-up of the IRis
for the Web site, Customer is responsible
for providing the data to the Company using the
desktop application provided by the Company to the
Customer only. Any use of the technical support
services of the Company after the initial set-up
of the web site shall be subject to technical
support fees as are customarily charged by the
Company.
Fees. Customer
unconditionally agrees and promises to pay to the
order of the Company, its successors and
assignees, $3,500 for (1) one year of
application hosting from the date of the web site
first becoming available for use. All annual
hosting fees shall be paid in advance, and due
prior to the web site being made available to the
Customer or the public. Under no conditions shall
the Customer be entitled to a refund if service is
terminated by Customer before the end of the year
for any reason. Accounts billed for additional
data transfer, extra hard disk storage, or custom
programming will remit amount due within (15)
fifteen days after the due date or may have their
services suspended. Suspension of service does not
relieve the Customer from its obligation to pay
any and all fees, charges, and costs due to the
Company. Suspended service will be resumed upon
receipt of full payment of all amounts due charges
as determined by the Company.
Disclaimer. The
services provided by the Company and any equipment
owned by the Company and used by the Customer, are
provided AS IS, WITHOUT WARRANTY OF ANY KIND,
INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE CUSTOMER AGREES THAT THE COMPANY
SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS
OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT,
INDIRECT, INCIDENTIAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND WHETHER UNDER THIS AGREEMENT OR
OTHERWISE. EVEN IF THE COMPANY WAS ADVISED OF THE
POSSIBLILITY OF SUCH DAMAGES OR WAS GROSSLY
NEGLIGENT.
Usage. The
Company exercises no control whatsoever over the
content of information passing through its
equipment. The Customer agrees to use the IRis
for the Web application for lawful
purposes only. The Customer agrees to indemnify
and hold the Company harmless for any claims,
damages, costs, or expenses resulting from the
Customer’s use of the Company’s service,
equipment, the Internet, or otherwise. The
Agreement of Indemnification shall survive the
termination of the Agreement. Customer shall have
no right to assign or transfer the rights and
services granted hereunder to any other person or
any other location without mutual written consent.
Use of the Company’s services, equipment, or the
Internet constitutes acceptance of the Agreement
in full. Use of the Internet and the information
contained thereon is at the Customer’s own risk.
Entire
Agreement. This Agreement and the attached
Schedules supersedes any and all other agreements,
either oral or in writing, between the parties
hereto with respect to the matters stated herein
and contains all of the covenants and agreements
between the parties with respect thereto. This
Agreement may be amended or modified only in
writing and signed by the Company.
Governing Law.
THE CONSTRUCTION, VALIDITY AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
AND THE PARTIES HERETO CONSENT TO VENUE AND
JURISDICTION OF ANY ACTION ARISING OUT OF OR
RELATED TO THIS AGREEMENT IN PALM BEACH COUNTY,
FLORIDA.
Term. This
Agreement shall commence on the date executed by
all parties and shall terminate (12) twelve months
from the date the web site becomes available for
use by the Customer. The Company shall bill the
Customer for a renewal (30) thirty days prior to
the end of the term of the Agreement, at the
prevailing rate set by the Company at that time.
If payment is not received for the renewal by the
end of the term of this Agreement, the service
shall be terminated. Upon receipt of payment, the
site will be restored.
General Terms.
Customer agrees to be responsible for obtaining
and maintaining all insurance covering all risks
of loss. Every provision in this Agreement is
intended to be severable. If any term or provision
herein is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall
not affect the validity of the remainder of the
Agreement. Captions contained in this Agreement
are for reference purposes only and are in no way
intended to describe, interpret, define, or limit
the scope, extent, or intent of the Agreement or
any provisions hereof. The Customer shall not
sell, transfer, or assign this Agreement. Any such
assignment shall be null and void and shall not
relieve the Customer of its obligations to the
Company. The Company shall not be liable for
delays or defaults in furnishing goods or services
hereunder, if such delays or defaults on the part
of the Company are due to: (a) acts of God or of
public enemies; (b) acts of the United States or
any state or political subdivision thereof; (c)
fires, severe weather, floods, explosions ,or
other catastrophes; (d) embargoes, epidemics, and
quarantine restrictions; (e) shortage of goods,
labor strikes, slowdowns, differences with
workmen, or labor stoppages of any kind; (f)
delays of supplier or delay of transportation for
any reason; or (g) causes beyond the control of
the Company in furnishing items or services
including, but not limited to, breakdown or
failure of plant machinery or equipment, or delay
in the Customer reporting problems or furnishing
information or materials. Acceptance of delivery
of the goods shall constitute a waiver and release
by Customer of any claim for damages on account of
delay. If any contingency occurs, the Company may
allocate production and deliveries among the
Company’s customers as it’s sole discretion
determines.
Facsimile dated
signatures of Customer and/or agents shall be
considered a binding Agreement enforceable in
accordance with the stated rates, forms, and
conditions of the Agreement and/or applicable
service contracts attached.
Acceptance. By
signing below, you acknowledge your review and
acceptance of the terms and conditions contained
in this document. Please sign (2) two copies of
this Agreement. One will be sent back to you with
an original signature for your files.
Accepted by: