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THIS RAPIDVECTOR WEB HOSTING AGREEMENT ("Agreement") is made and entered into by and between You and RapidVector Web Technologies, LLC (hereinafter referred to as “RVWT”). By clicking the “I AGREE” button at the bottom of this page, you agree to abide by the terms and conditions contained in this Agreement.
WHEREAS, RVWT provides the hosting of websites created using the RapidVector program in order to make such websites accessible by users who are browsing on the Internet.
WHEREAS, RVWT maintains servers (either dedicated or shared), software, and other equipment necessary to provide Web hosting services.
WHEREAS, except as otherwise set forth in the RVWT’s RapidVector End User License Agreement (hereinafter “EULA”), You are the owner of all rights in and to Your Website.
WHEREAS, You are the owner of Your Internet domain name which You represent and warrant does not infringe upon the trademark or other proprietary rights of any other party.
WHEREAS, You wish to have the RVWT provide hosting services for Your Website subject to the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, including the mutual promises contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
Provision of Web Hosting Services
Subject to the terms and conditions set forth in this Agreement, for so long as RVWT hosts Your Website, RVWT hereby agrees to provide the Web hosting services to which you subscribe (the "Hosting Services") that are described in further detail on RVWT Website.
ARTICLE II
Changes To Your Website
2.1 RVWT provides a gateway which is password protected and which permits You or Your authorized representatives to access and modify Your Website. You will be given access to such password and may change or modify such password at your discretion.
2.2 Notwithstanding the above, the grant of access and the ability to modify shall not be applicable except in compliance with the terms of a valid EULA.
ARTICLE III
Price and Payment
3.1 In exchange for the Hosting Services to be provided by the RVWT, You shall pay a hosting fee, which is described in further detail (“Hosting Fee”), depending upon the Package of Web Hosting Services you select. Such Hosting Fee is payable in various installment arrangements as may be selected by You. The first Hosting Fee installment payment shall be due on the day you begin Hosting Service, and the Hosting Fee for subsequent installment payments shall be payable in advance on or before the first day of each following installment period during the term hereof.
3.2 The Hosting Fee shall be solely for the Hosting Services and shall not pertain to any other services that RVWT may provide to the You, including but not limited to, technical support, Website development, marketing, search engine placement, advertising, or any other service.
ARTICLE IV
Representations And Warranties of You
4.1 You represent and warrant to RVWT that: (a) You own or have the right to use all material contained on Your Website, including all text, graphics, sound, video, programming, scripts and applets; and (b) the use, reproduction, distribution, and transmission of Your Website, or any information or materials contained in it, on and from RVWT’s server computer does not: (i) infringe or misappropriate any copyright, patent, trademark, trade secret, or any other proprietary rights of a third party; (ii) violate any criminal laws; (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation.
4.2 You acknowledge the terms of the Digital Millennium Copyright Act of 1998 (the “Act”) and the obligations on the part of RVWT in the event of a notice from any third party that the Website infringes upon the rights of any third party. You consent to the RVWT following the procedures outlined in the Act in the event of a claimed infringement. You understand and agree that RVWT’s compliance with the Act may result in Your Website being taken off line. You will indemnify and hold harmless RVWT from and against any and all damages that may result from RVWT’s good faith compliance with the terms of the Act.
ARTICLE V
Limitations of Warranties and Liability
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RVWT DISCLAIMS ANY AND ALL EXPRESS WARRANTIES AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RVWT WILL NOT BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR SIMILAR DAMAGES, OR, OTHER THAN AS SET FORTH IN THIS AGREEMENT, FOR CLAIMS OF DAMAGES MADE BY ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF RVWT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL RVWT's LIABILITY EXCEED THE AMOUNT PAID BY YOU TO RVWT UNDER THIS AGREEMENT.
ARTICLE VI
Right to Monitor and Remove Unacceptable Sites
RVWT has the right to monitor Your Website, and in its sole discretion, to remove any content that RVWT finds objectionable for any reason, without prior notice to You. You agree to the terms of RVWT’s Acceptable Use policy found {here}.
ARTICLE VII
Indemnification
You are solely responsible for any liability arising out of or related to Your Website. You agree to indemnify and hold RVWT harmless from and against any and all liabilities, losses, damages, costs, and expenses, including reasonable attorney fees and experts' fees, associated with any claim or action brought against RVWT related to or arising out of the Website or Your breach of warranties under this Agreement. This indemnification obligation will survive termination of this Agreement.
ARTICLE VIII
Term of Agreement
This Agreement will take effect on the date you click the “I AGREE” button below, or such time as the parties may otherwise agree in writing, and remain in effect until terminated pursuant to the terms hereof.
ARTICLE IX
Termination
Either Party may terminate this Agreement and the Hosting Services, with or without cause, upon 30 days prior written notice to the other party. Upon Your termination of the Agreement, RVWT will not be obligated to refund any Hosting Fees paid by You in advance.
ARTICLE X
Miscellaneous
10.1 This Agreement may not be assigned by either Party or by operation of law to any other person, firm, or entity without the express written approval of the other Party.
10.2 This Agreement may be amended at any time and from time to time by RVWT, and any such amendment will be communicated to you electronically by RVWT.
10.3 Either Party will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent they act diligently to remedy the cause of the delay or failure.
10.4 This Agreement shall be construed and interpreted in a neutral manner.
10.5 If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
10.6 This Agreement, including all appendices, attachments or order documents referenced herein, contains the entire agreement of the Parties relating to the rights granted and obligations assumed herein. Any oral representations or modifications concerning this instrument shall be of no force or effect.
10.7 This Agreement shall be governed. construed and interpreted in accordance with the laws of the State of Florida (without respect to principles of conflicts of law), and the Parties hereby submit to jurisdiction of and venue in Pinellas County, Florida in any legal proceeding necessary to interpret or enforce this Agreement or any part of this Agreement.
10.8 In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.
IN WITNESS WHEREOF, the parties have executed this Agreement with the intent to be legally bound by its terms.
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