The Web development and/or Web Hosting Agreement ("Agreement") is between The Web Page Depot ("the Depot"), a company formed under the laws of the State of New York; and the person (individual, company, organization or legal representative thereof) who contracts with the Depot for services incorporating this Agreement, by reference ("the Customer"). This Agreement governs Customer's use of the Depot's web and hosting services.

Table of Contents

1. Services
   
2. Term
   
3. Payments
   
4. Law/AUP
   
5. Customer Information
   
6. Indemnification
   
7. Disclaimer of Warranties
   
8. Limitation of Damages
   
9. Suspension/Termination
   
10. Request for Customer Information
    
11. Backup Copy
    
12. Changes to Servers/Network
13. Notices
    
14. Force Majeure
    
15. Governing Law/Disputes
16. Miscellaneous
    

1. Services
Subject to the terms of the Agreement, and contingent upon Customer's satisfaction of the Depot’s credit approval requirements, The Depot agrees to provide the web and/or hosting services described in the Order or Contract for the fees stated therein.

2. Term
The initial service term of any hosting Agreement shall begin on the date that the Customer enters into an agreement with The Depot for the services requested (the "Service Commencement Date") and shall continue for the number of months stated in the Order or Contract(the "Initial Term"). The minimum initial term is one month. Upon expiration of the Initial Term, this Agreement shall automatically renew for the same length as the Initial Term (each a "Renewal Term") unless The Depot or Customer provides the other with written notice of non-renewal or change of term at least seven (7) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the "Term".

3. Payments
(a) Fees.

(i) For Web Hosting, fees are payable in advance of services by the first business day of each billing cycle, however, the Customer will always have 21 days from the date of invoice issuance to satisfy the invoice before any penalty is incurred. Beginning with the first Service Renewal Date after the Initial Term, Customer's billing term can revert to monthly, quarterly or annually as indicated on the Order. The Depot may require payment for the first billing cycle prior to beginning service. The Depot will invoice Customer via electronic mail to the Customer Primary Contact listed in the Customer's online profile, unless specific alternate arrangements have been made and agreed to by both parties in writing.⁽¹⁾ Invoices will be issued, usually, 21 days prior to the 1st day of each billing cycle, with payment due on or before the 1st business day of each billing cycle or 21 days from issuance, which ever is later.
(ii) For initial web development (the "Project"), 50% of the total fees listed in the Agreement are payable in advance with the balance due within 21 days of Project completion. All web development Projects must be completed within 90 days of the Service Commencement Date. If Customer is NOT an individual, then Customer agrees to provide a single point of contact (the "Spokesperson") for approval, changes, continuation of the project and provider of Customer's textual and photo content information needed to satisfy the Project's completion.
(iii) "As needed" or ongoing website updating and/or maintenance is perfomed via contract which will describe the nature and scope of work to be done. Contracts are to be signed by both parties and indicate expectations and time frames to completion as is described in section 3a(ii).

Payments must be made in United States dollars. Customer is responsible for providing the Depot with changes to billing information (such as email/billing address, phone numbers, change of Primary Customer Contact, etc.). At its option, the Depot may charge late fees on overdue amounts at the greater of 5% of invoice total or $5.00. The Depot may suspend the service without notice if payment for the service becomes 60 days overdue. Fees not disputed prior to due date are conclusively deemed accurate. Customer agrees to pay the Depot’s reasonable reinstatement fee following a suspension of service for non-payment, and to pay the Depot's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.

(b) Fee Adjustments.
The Depot may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (30) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term). Reductions in fees become effective on the next Renewal Term without any pro-rata for the period covered under the prior fee schedule.

(c) Taxes.
At The Depot's request, Customer shall remit to the Depot all sales, VAT or similar taxes imposed on the provision of the services (but not in the nature of an income tax on the Depot), regardless of whether the Depot failed to collect the tax at the time the related services were provided.

(d) Early Termination.
Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event the Depot terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for the Depot's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

4. Law/AUP
Customer agrees to use the service in compliance with applicable law and the Depot's Acceptable Use Policy (the "AUP"), which is hereby incorporated by reference in this Agreement. Customer agrees that the Depot may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of the Depot's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with the Depot's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between the Depot and Customer regarding the interpretation of the AUP, the Depot's commercially reasonable interpretation of the AUP shall prevail.

5. Customer Information
Customer represents and warrants to the Depot that the information he, she or it has provided and will provide to the Depot for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to the Depot that he or she is at least 18 years of age. The Depot may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contact.

6. Indemnification
Customer agrees to indemnify and hold harmless the Depot, the Depot's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.

7. Disclaimer of Warranties
The Depot DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, the Depot DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

8. Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF the Depot AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR ONE MONTH OF SERVICE.

9. Suspension/Termination
(a) Suspension of Service.
Customer agrees that the Depot may suspend services to Customer without notice and without liability if:

(i) the Customer is delinquent in any monetary payments due The Depot by 60 days or more.
(ii) the Depot reasonably believes that the services are being used in violation of the AUP;
(iii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP;
(iv) the Depot reasonably believes that the suspension of service is necessary to protect its network or its other customers, or
(v) as requested by a law enforcement or regulatory agency. Customer shall pay the Depot’s reasonable reinstatement fee if service is reinstated following a suspension of service under this subsection.

(b) Termination.
The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if the Depot fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer’s written notice describing the failure in reasonable detail. The Agreement may be terminated by the Depot prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows:

(i) upon seven (7) days notice if Customer is overdue on the payment of any amount due under the Agreement;
(ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within ten (10) days of a written notice from the Depot describing the violation in reasonable detail;
(iii) upon one (1) days notice if Customer’s Service is used in violation of a material term of the AUP more than once, or
(iv) upon seven (7) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon seven (7) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

10. Requests for Customer Information
Customer agrees that the Depot may, without notice to Customer:

(a) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that the Depot believes violates applicable law, and
(b) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

11. Back Up Copy
Customer or Customer's Agent agrees to maintain a current copy of all content hosted by the Depot notwithstanding any agreement by the Depot to provide back up services. Email folders are not backed up at any time by The Depot.

12. Changes to the Depot's Servers/Network
Upgrades and other changes in the Depot's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications. the Depot reserves the right to change its network in its commercially reasonable discretion, and the Depot shall not be liable for any resulting harm to Customer. Prior notice will be given to Customer of any such changes and their potential impact on Customer's web site.

13. Notices
Notices and requests to the Depot under the Agreement shall be given via electronic form submission using the form located in the Customer's login area under "Contact". Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.

14. Force Majeure
The Depot shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond the Depot's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

15. Governing Law/Disputes
The Agreement shall be governed by the laws of the State of New York, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE LOCAL, STATE AND FEDERAL COURTS IN BROOME COUNTY, NEW YORK, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.

16. Miscellaneous
(a) Definitions:

• (i)As used in these Terms of Service, "written notice" includes communication via electronic mail (e-mail).
• (ii) "Signed or Signature" includes electronic signature.

This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.

Posted: August 3, 2000
(1) Revised: January 9, 2006