Terms of Service

1. Website Hosting Services. FORESITE agrees to provide Client with the services for hosting a Web site (the “Web site”) on the World Wide Web portion of the Internet (the “Hosting Services”). FORESITE is a reseller of Web hosting services provided by a web hosting provider subcontracted by FORESITE. The Web server maintaining the Web site (the “Host Server”) will be located in FORESITE’S hosting provider’s facility subcontracted by FORESITE. FORESITE is responsible only for providing Reseller Hosting Services, and not for providing any services or performing any tasks not specifically described in this Agreement.

2. Hosting Fees. Client agrees to promptly pay web hosting fees on or before the hosting expiration date or within ten days of receiving an invoice from FORESITE. In the event payment of Web hosting fees are not paid within ten days of the Web hosting renewal date or receipt of an invoice, FORESITE shall immediately suspend the Web hosting account and the Web site. Once the Web site is suspended for non-payment of fees, payment of the outstanding Web hosting fee plus a reinstatement fee will be required to reactivate the Web hosting account and the Web site.

3. FORESITE Responsibilities.

3.1. Availability. FORESITE will use commercially reasonable efforts, pursuant to the terms and conditions set forth in this Agreement, to make the website accessible via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and will use its best efforts to ensure reasonable response times for users accessing the website. FORESITE shall incrementally backup the website and store the backup materials in a safe and secure environment. Upon the termination of this Agreement, after the payment of all fees called for herein, FORESITE shall use commercially reasonable effort to assist in the transfer of the website or provide the web files to the computer system owned and operated by Client and or its designated third-party contractor.

3.2. Security. FORESITE shall endeavor to keep the site files and data as secure as possible, but makes no warranties about the security of any site code or data. Should the web site files or content, whether provided by FORESITE or the Client, become compromised through any manner of security breach or exploit, FORESITE shall, at its sole discretion, take down the site, repair the files and data, and bill the Client for the work at prevailing hourly rates. FORESITE will communicate with the Client regarding the nature of the breach or exploit and the nature of the resolution.

4. Client Responsibilities. Throughout the term of this Agreement, Client is solely responsible for all updates or modifications to their website content unless Client specifically requests FORESITE to make updates or modifications in writing or by separate Monthly Website Maintenance Agreement. In that event, Client content shall be provided in the correct format (as specified by FORESITE in consultation with Client) and shall be properly adapted and translated by Client for posting to the host server so that the website may be accessed via the Internet. Client agrees to pay the standard hourly rate for Ongoing Website Maintenance or the established rate for a Monthly Maintenance Agreement as posted on FORESITE’s website.

5. Domain Name Registration. Client may provide FORESITE with a registered domain name. If Client does not have a registered domain name, FORESITE will, upon request, use commercially reasonable efforts to register domain name(s) selected by Client provided that such domain name is available for registration and does not violate any registration services’ policies, or any law or regulation. The cost of any TLD (top-level domains) is posted on FORESITE’S Web site. In the event of any dispute arising out of or related to Client’s domain name used in connection with the website, upon Client’s request, FORESITE will attempt to register an alternative domain name chosen by Client and attempt to make the website available under such alternative name.

5.1. Domain Registration Renewal Fees. Client agrees to promptly pay domain registration renewal fees on or before the domain expiration date or within 10 days of receiving an invoice from FORESITE. In the event payment of the domain registration renewal fee(s) are not paid within 10 days of the registration renewal date or receipt of an invoice from FORESITE, FORESITE shall immediately suspend the domain’s Web site. Once the Web site is suspended for non-payment of fees, payment of the outstanding domain registration fee plus a reinstatement fee will be required.

6. Ownership of Intellectual Property

6.1. Client Content. Client shall retain all right, title, and interest, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in the Client Content. Client assumes sole responsibility for the accuracy of any Client Content or other materials provided to FORESITE for either authoring or hosting. Client hereby grants FORESITE a non-exclusive, royalty-free license for the term of this Agreement to use, copy, modify, adapt, perform and display the Client Content solely as necessary to fulfill its obligations pursuant to this Agreement. Upon termination or expiration of this Agreement for any reason whatsoever, all rights granted to FORESITE pursuant to this Section (5.1) immediately revert to Client.

7. FORESITE Hosting Services. At no time shall Client have any ownership or any other rights in, nor file any lien on, any of the hosting services provided by FORESITE.

8. Confidentiality. Neither party shall disclose to any person or entity, directly or indirectly, without the prior written approval of the other, any confidential information relating to the other party obtained by virtue of this Agreement, except on a confidential basis to its business, legal and financial advisors or as required to be disclosed under applicable law or by legal process. “Confidential Information” shall include, but not be limited to software, technical processes and formulas, source or object code, product designs, sales cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data, and the terms of this Agreement. Confidential information does not include any information that is, (i) generally known or available to the public through no act of the receiving party, (ii) already known to the receiving party at the time of receiving the confidential information, (iii)independently developed by the receiving party; or (iv) furnished to the receiving party by a third party with the right to do so.

9. Limitation of Liability. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the Hosting Services, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages.

10. Indemnification. Client will indemnify and hold FORESITE harmless against any claims incurred by FORESITE arising out of or in conjunction with Client’s breach of this Agreement, as well as all reasonable costs, expenses and attorneys’ fees incurred therein. FORESITE’S total liability under this Agreement with respect to the Services, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to FORESITE during the six (6) month period prior to the date the claim arises.

11. Arbitration. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator. The arbitration will be held in North Carolina. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

12. Attorneys’ Fees. If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs.

13. Severability. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

14. Force Majeure. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.

15. No Waiver. The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

16. Entire Agreement. This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

17. Web Hosting Fees. Charges for Web hosting shall commence accruing on the date that FORESITE sets up a Web hosting account for Client. Web hosting fees are paid annually and are due on or before the anniversary date of the Web hosting service. Any additional charges, including, but not limited to, private Secure Socket Layer (SSL) or Microsoft 365, shall be invoiced in arrears and shall appear on the monthly invoices for Services and Products or separate invoices.

18. Domain Registration Fees. Charges for domain registration shall be paid in advance for a period of one year. Domain registration fees are automatically renewed by FORESITE about one month for the domain expiration date. Registration renewal fees are due no later than the domain registration expiration date or within 15 days of receiving an invoice from FORESITE. Any additional charges, including, but not limited to, any late fees and any usage-based charges, including, but not limited to, bandwidth overages, shall be invoiced in arrears and shall appear on FORESITE invoices for Services or separate invoices.

19. Billing and Payment. Client will be billed on an annual basis for the web hosting services, domain registration and renewals. Payments may be made via check, money order, or major credit card. Web maintenance fees will be invoiced within 30 days of the date the service occurs. Payment of any fees will be due and payable within 15 days of the date of each invoice unless otherwise noted on the invoice.

20. Late Payment. Accounts not paid within 15 days of the date of the invoice or by the due date on the invoice are subject to a 5% late fee. Client’s failure to pay any fees when due shall be considered a material breach of this Agreement. Upon Agreement breach by Client, FORESITE may also do any or all of the following: (ii) suspend performance of the services, and terminate the Agreement without penalty; or (ii) require future payments hereunder to be made in advance of Services rendered by FORESITE. Any suspension or termination of services will not relieve the Client from paying past due fees, plus late charges. In the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs, and collection agency fees.

21. Account Suspension. FORESITE reserves the right to lock (suspend) any hosting account after delinquent payments or failure to make payment arrangements within 10 days after an invoice is due. Such termination or denial will not relieve Client of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees. FORESITE reserves the right to remove and permanently erase any data on live systems as well as backup servers if payment has not been secured within 45 days of the due date on the oldest invoice in the account.

22. Schedule of Fees.

22.1.1. Web Hosting Account Reinstatement Fee - $30
22.1.2. Domain / Web Site Reinstatement Fee - $30
22.1.3. Credit Card Charge Back Fee - Credit Card transactions that are charged back by the customer will incur a $30.00 fee.
22.1.4. Declined Credit Cards - Credit Cards payment(s) declined for any reason are subject to a $10.00 declination fee.
22.1.5. Bounced Check Fee - $30 per instance

23. Modifications. The terms and conditions of this Agreement may be modified by FORESITE from time to time at its sole discretion. Modifications made to this Agreement will become effective immediately upon either transmission by email to the Client, by postal mail, or by posting said modification(s) on the FORESITE website at (https://foresitewebdesign.com/terms-of-service/). If any modification to this Agreement is unacceptable to Client, they may terminate this Agreement by giving FORESITE at least 30 days written notice.

24. Notice. Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand or overnight delivery, upon receipt thereof, (ii) if by mail, seven (7) days after a properly addressed piece is deposited in the United States mails, postage prepaid, certified mail, return receipt requested, or (iii) if by facsimile transmission, upon electronic confirmation thereof, (iv) if by e-mail, to the last known e-mail address. All notices shall be addressed as provided below after the signatures of the parties, or such other address as either party may in the future, consistent with this Section, specify in writing to the other.

25. Successors and Assigns. FORESITE may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of FORESITE. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Client and his or her heirs, executors, administrators, successors, and assigns.

26. Miscellaneous. This Agreement, any Website Design/Development or Hosting Proposal, or any Ongoing Consulting Agreement referencing this Agreement shall constitute the entire Agreement between Client and FORESITE with respect to the subject matter hereof and there are no representations, understandings or agreements that are not fully expressed in this Agreement. In the event of a conflict between the terms of any Exhibit and this Agreement, unless expressly stated otherwise in the Exhibit, this Agreement shall control. FORESITE may use the name of and identify Client as an FORESITE client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

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