This agreement is entered into between Us, Incsub, LLC, hereinafter referred to as Host and You, hereinafter referred to as “Client. The Host and the Client shall be collectively referred to as the Parties. Under this Agreement, the Host will provide WordPress Hosting and related services to Client. The parties agree as follows:
By accepting this Agreement and using Host’s WordPress ‘CampusPress’ Hosting Services (“Services”), Client agrees to be bound by all the terms and conditions of this Agreement.
2. Provision of Services
Host agrees to provide Client with WordPress hosting services, consisting of website server space, installation and configuration of WordPress, support, themes, plugins, and such additional services, as may be provided by Host from time to time. Additional services may include data migration, configuration of Single Sign On authentication, and/or custom design and development.
3. Agreement Term
The initial term of this Agreement shall commence on the date of installation of the site and shall be automatically renewed for successive yearly periods until terminated by one of the parties as provided in this agreement.
4. Termination without Cause
(a) Client may terminate this Agreement at any time, for any reason, by contacting Host, either by phone or e-mail, and requesting that Client’s account be canceled. In the event of a cancellation, Host will not refund amounts already billed for the current yearly service period in which Client terminates the Agreement. Any amounts paid in advance by Client for future service terms following the current yearly service term will be promptly refunded by Host.
(b) Host may terminate this Agreement at any time, for any reason, by providing written or e-mail notice of termination to Client’s primary website e-mail contact address no less than 90 days prior to the service termination.
(c) If either Party terminates this Agreement, upon request Host will back up all Client’s current WordPress content, databases, and files as an archive file, and send them to Client via a file transfer process.
(d) If Client terminates their account, Host will disable the service/account within twenty-four (24) hours after the client specifies the account is cancelled. Host will not maintain an archival copy of the Client’s Web site or files. It is the responsibility of the Client to remove any data or request a copy prior to the date provided in their cancellation notice.
5. Termination for Cause
Client agrees to abide by the terms of this Agreement and by Host’s general use policies as set forth in this Agreement, as those policies may exist from time to time. Host may change its use policies on 30 day written notice to Customer by e-mail message. Any violation by Client of the terms of this Agreement or of Host’s general use policies shall be grounds for immediate termination of Client’s account for cause. If Host terminates Client’s account for a violation of this Agreement, Host shall not be required to refund any amounts billed for the billing period in which Host terminates Client’s services.
6. Payment Terms
- Client agrees to pay Host the quoted amount yearly for the Host’s services. Host reserves the right to change or modify its yearly license fee for Client’s plan from time to time on 30 days notice written or e-mailed to Client before date of the next renewal. Additional charges for add-on services not included in Client’s plan will be made as mutually agreed upon.
- Service charges are payable in advance on a yearly basis. Host will invoice Client at the beginning of each payment period. Host will submit all invoices to Client by e-mail. Payment is due within 30 days upon receipt of invoice. Payments can be made online, by check, PO, or bank transfer.
- Client agrees to be billed for all recurring and one-time charges, for any Services ordered by Client and any fees owed to Host.
- Any charges for upgrading Client’s current hosting package, or performing add-on requests, will not be billed until the next invoice, or as mutually agreed upon.
- If Host suspends an account for non-payment, Client shall be allowed to re-instate Client’s use of the Services within Ten (10) business days of cancellation upon approval from Hosts and full payment of balances due.
7. Materials and Content
The Client agrees that it will not distribute, electronically transmit or display any materials supplied by Client – or through Client by a third party – to any service in connection with Client’s use of the Services which:
- violate any state, federal or foreign laws or regulations;
- infringe on any intellectual property rights (e.g., copyright, trademark, patent or other proprietary rights) of Incsub or any third party;
- are defamatory, slanderous or trade libelous;
- are threatening or harassing;
- are discriminatory based on gender, race, age or promotes hate;
- contain viruses or other computer programming defects which result in damage to Incsub, it’s property, or servers, or any third party.
8. Network and SLA
The Client agrees to allow the Host to partner with 3rd party services for data storage and housing of servers. As of the date of this agreement, this includes Amazon S3 services for file storage and Peer1 for the location and support of self-managed servers. The Host agrees to ensure that these 3rd party services maintain the highest levels of security and reliability for the Client’s site. Access to Client’s data is restricted to trained employees and contractors by the Host who are only provided access when needed for maintenance and support.
The Host’s goal is to ensure that the Service is available to Clients twenty four hours a day, seven days per week, three hundred sixty five days per year.
The Host guarantees a 99.9% availability of service. For any month where greater than or equal to 99.9% availability is not obtained, a 5% credit of the total annual contract price will be applied to the account. This credit will be applied for the following contract renewal.
Credit will not be applied when the reason for less than 99.9% availability is
- a result of schedule outages notified to the Client at a time agreed upon and completed outside of Client’s normal business hours.
- due to Client authored code, user generated content, or changes to the Service by parties other than the Host.
- data center interruptions related to acts of God, natural disasters, or outside the control of the Host’s hosting partner(s).
- outages or errors created by 3rd party service providers, such as Single Sign On providers and similar.
9. Violations of Network Security
Client is prohibited from violating or attempting to violate the security of the network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of Client’s agreement. Host will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Clients who are involved in such violations. These violations include, without limitation:
- Accessing data not intended for the Client or logging into a server or account that the Client is not authorized to access.
- Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization.
- Attempting to interfere with service to any Client, host or network, including, without limitation, via means of overloading, “flooding,” “mail bombing,” or “crashing”.
- Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
- Taking any action in order to obtain services to which the Client is not entitled.
10. Support and SLA
All support is handled via email at firstname.lastname@example.org.
End-user email support (ie. faculty, staff, student) is not not normally provided directly and must be explicitly included in the package or license purchased. Client is encouraged to forward support requests from end users should additional help be needed to resolve the issue.
Host’s support staff will triage all incoming support requests according to the following levels:
Level 1 – Critical
Complete inability to access or use the platform, both front and back ends, of entire network.
Level 2 – High
Frontend is available, but backend is such that updates to sites can’t be made, of entire network. Or, one or more sites are completely unavailable, but not the entire network.
Level 3 – Medium
Partial or limited loss of non-essential functionality, but effecting all users. An example would be should files not be able to be uploaded by users.
Level 4 – Low
Inconvenience but not impacting general performance. An example would be one plugin or theme not working correctly, but otherwise the site is up and running without errors.
While Host will work to reply to all support requests, at all levels, as quickly and completely as possible, the following SLA guarantees are in place:
Level 1 – 1st reply within 30 minutes with updates every 30 minutes until resolution.
Level 2 – 1st reply within 1 hour with updates every 1 hour until resolution.
Level 3 – 1st reply within 4 hours with updates each day until resolution.
Level 4 – 1st reply within 24 hours with updates every 48 hours until resolution.
For any calendar month where these guarantees are not met more than 3 (three) times, host agrees to apply a 5% credit to the account to be applied towards the following renewal.
Host will maintain a list of Level 1 outages that affect a significant number of customers at http://status.campuspress.com
11. Liability; No Warranty; Limitation of Damages
To the maximum extent allowed by applicable law:
- Client expressly agrees that use of Services provided by Host is at Client’s sole risk.
- Host, its agents, affiliates, licensors or the like, do not represent or warrant, expressly or impliedly, that their services will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of their services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through their services, unless otherwise expressly stated in this Agreement.
- Notwithstanding anything else herein or otherwise, and except for bodily injury, neither Incsub nor any of its suppliers or licensors shall be liable or obligated with respect to the subject matter hereof or under any contract, negligence, strict liability or other legal or equitable theory (i) for any amounts in excess in the aggregate of the fees paid to it hereunder with respect to the applicable product or service during the twelve month period prior to the cause of action; (ii) for any cost of procurement of substitute goods, technology, services or rights; (iii) for any incidental, consequential or punitive damages; (iv) for interruption of use or loss of data; or (v) for any matter beyond its reasonable control. The parties agree that this section represents a reasonable allocation of risk and that Incsub would not proceed in the absence of such allocation.
- Host will exercise no control over the content of the information passing through Host’s network except those controls expressly provided herein.
- Host makes no warranties or representations of any kind, express or implied, for the services it is providing. Host also disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays or non-deliveries.
12. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights
- Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to Client. Client agrees that all right, title, and interest in any product or service provided to Client belongs to Host. These products and services are only for Client’s use in connection with Services provided to Client as outlined in this Agreement.
- Client expressly warrants to the Host that Client has the right to use any patented, copyrighted, or trademarked material which Client uses, posts, or otherwise transfers to Host servers.
13. Hardware, Equipment, and Software
Client is responsible for and must provide all computers, software, hardware, and other services necessary to access Host servers. Host makes no representations, warranties, or assurances that Client’s equipment will be compatible with Host Services.
Client agrees to keep Host informed of all current contact information for Client’s account. Changes in Client’s account information may be reported to Host by e-mail at email@example.com or on Host’s website located at campuspress.com/contact.
In case any one or more of the provisions of this Agreement be held for any reason to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid provision(s) had never been contained in this Agreement, provided that those provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.