OVERVIEW
1. ACCEPTANCE OF TERMS
This Terms of Service (“TOS”) agreement is between you (“CLIENT”) and Nolahost, LLC (“PROVIDER”), a Delaware limited liability company, and its legal successors and assigns. Nolahost, LLC may do business under the names Nolahost and nolahost.com.
By accepting this Terms of Service (TOS) electronically or in writing, and/or by using PROVIDER services, including but not limited to, server hosting, web hosting, website maintenance, security auditing, regulatory compliance and consulting, you (CLIENT) agree to be bound by the following terms and conditions.
PROVIDER provides its services to CLIENT subject to the following TOS, which may be updated from time to time. PROVIDER will provide CLIENT with a thirty (30) day notice prior to updating this website maintenance agreement, including but not limited to changes in service fees. CLIENT can periodically review the most current version of the TOS at nolahost.com/website-maintenance-agreement/. Failure to comply with the TOS may result in account or service termination or cancellation. By using PROVIDER’s services, CLIENT agrees to (and hereby signs) the most current version of the TOS.
CLIENT’s acceptance of the TOS is binding upon all PROVIDER services, including the purchase of additional services at a later date.
2. DEFINITIONS
Agreement means the Project Proposal, Terms and Conditions, Statement of Work and any other attached documents.
Services means all services and the work product to be provided to CLIENT by PROVIDER as described and otherwise further defined in this agreement.
EVALUATION AND ACCEPTANCE
1. PRESENTATIONS
PROVIDER agrees to perform the following:
- WordPress and plugin updates on a weekly and/or monthly basis – as needed to preserve the functioning of the core files.
- All common security updates and modifications as needed to block all access to database files and admin back-end.
2. SERVICE LIMITATION
Monthly website maintenance does not provide developer time to CLIENT in case of errors and technical support except within the limits of each service plan as stated in PRESENTATIONS. Additional developer time outside the maintenance service plan will be charged separately.
3. SERVICE TERM
Monthly website maintenance services must be in effect for a minimum of thirty (30) DAYS from the start of this agreement, after which CLIENT may cancel anytime with a fourteen (14) day prior notice to PROVIDER.
4. TERMINATION
Either party may terminate this agreement at any time after the initial 30 Days, or fourteen (14) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that fourteen (14) day period.
5. DISPUTE RESOLUTION
Parties agree to attempt to resolve any dispute by negotiation between the parties.
6. LEGAL FEES
CLIENT agrees to pay any and all legal fees that was a result of any claim, lawsuit or dispute that CLIENT pursues, including lawyer fees, travel expense as a result of any lawsuit and all non-legal expenses that were as a result of any lawsuit or claim, regardless of the winning party.
7. CONFIDENTIAL INFORMATION
CLIENT’S “Confidential Information” includes information that PROVIDER should reasonably believe to be confidential. PROVIDER’s “Confidential Information” includes the source code of any PROVIDER tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure
COMPENSATION
1. INVOICES
All invoices are payable within thirty (30) days of receipt.
2. FEES
CLIENT agrees to pay PROVIDER the following fees:
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3. PAYMENT SCHEDULE
Payment will be due every month from the start date of this Agreement.
INDEMNIFICATION AND LIABILITY
1. BY CLIENT
By signing on to this agreement, CLIENT agrees that PROVIDER IS NOT LIABLE of current and future website errors, hacking, or other technical problems and holds no responsibility if such issues were to occur. CLIENT shall indemnify NOLAHOST from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of CLIENT’s responsibilities or obligations, representations or warranties under this Agreement. PROVIDER shall promptly notify CLIENT in writing of any third party claim or suit. CLIENT shall have the right to fully control the defense and any settlement of such claim or suit.
2. BY PROVIDER
PROVIDER agrees to execute all items listed in PRESENTATIONS and abide by this services agreement.
3. LIMITATION OF LIABILITY
THE SERVICES AND THE WORK PRODUCT OF PROVIDER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF PROVIDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“PROVIDER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF PROVIDER. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY PROVIDER, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.