WEBSITE HOSTING AGREEMENT
This Website and Website Hosting Agreement (the “Agreement”) is by and between AdminEstate, LLC, a Utah Limited Liability Corporation (“Provider”), and the person named above (“Customer”).
1. Contracted Services.
Customer hereby contracts with Provider to develop and host a website with contact manager for the purpose of marketing and managing Customers Real Estate services.
2. Contract Period.
This Contract for Contracted Services shall be for a period of One (1) Month. This contract automatically renews One (1) Month at a time until written notice of cancellation is received from Customer and/or Provider. This agreement shall remain in effect until written notice of cancellation is provided by Customer and/or Provider per cancellation noted below.
3. Monthly Service Fee.
Customer agrees to pay Provider a Monthly Service Fee of One Hundred Ninety-Nine Dollars ($199)
for hosting Customers website with contact manager to include periodic website maintenance and generic website development of Customer's Website. The first Monthly Service Fee shall be paid 11 days after the execution of this agreement likewise on that same date each month thereafter until cancellation notice has been received. If customer elects to cancel prior to the end of the first 10 days, no fee will be assessed.
Customer may cancel this contract within 10 days of order placement and no fee will be assessed by Provider. Thereafter, Customer and/or Provider may cancel this contract by giving written notice of cancellation at which time the Contract shall cancel at the end of the current billing cycle that the notice of cancellation was received. Once written cancellation has been received, no further fee will be assessed.
5. Refund Policy.
The Monthly Service Fee pays for an entire billing cycle. There will be no refund of a partial or prorated service fee for the remainder of the billing cycle for which cancellation was received.
6. MLS IDX Service.
Customer agrees to subscribe to the IDX Web Services of Customer’s local MLS service. Customer is responsible to pay directly to that MLS for any associated fees required by the MLS service for IDX access which are assessed to the customer by the MLS. Customer agrees to abide by any and all licensing, rules, regulations and requirements set forth by Customers MLS service.
7. Generic Modifications.
Customer acknowledges and agrees that Provider has developed the Admin.Estate platform for hosting Real Estate Websites (“Platform”) which is the sole property of the Provider. Provider may from time to time develop enhancements and provide “bug fixes” to the Platform which will be automatically incorporated into Customer's website. The Customer is not required to pay any fees for such improvements to the Platform.
8. Custom Modifications.
Any customized modifications requested by the Customer that the Provider may be required to pay additional fees for design and development. Any such customization shall be agreed to by Customer and paid to Provider before modification is created and installed.
9. Customer Marketing.
This agreement does not include any responsibility on the part of the Provider to market the Customers website. However, Provider may from time to time provide advice to aid with Customers marketing campaigns. Such advice shall be at the sole discretion of the Provider.
10. Customer Website Content Distribution.
For the life of this Agreement, Customer shall not distribute on the Website any Content that: (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
11. Disclaimer Of Warranties.
EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. Ownership of Content.
As between Provider and Customer, any Content given to Provider by Customer under this Agreement or otherwise, and all user content, shall at all times remain the property of Customer. Provider shall have no rights in such Content or user content other than the limited right to use such content for the purposes expressly set forth in this Agreement.
13. Platform Ownership.
Ownership of the Platform shall remain with Provider. This shall include any generic or custom modifications made after the execution of this agreement. Customer is granted license to use the Platform during the term of this agreement.
14. Customer Indemnity.
Customer shall indemnify and defend Provider against any third party claim, action, suit or proceeding alleging any breach of the covenants contained in this agreement. Customer shall indemnify and defend Provider for all losses, damages, liabilities and all reasonable expenses and costs incurred by Provider as a result of a judgment entered against Provider in any such claim, action, suit or proceeding.
15. Mechanics of Indemnity.
The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
16. Confidential Information.
Customer’s “Confidential Information” are any passwords used in connection with the Website and all Server Logs. Customer’s “Confidential Information” also includes the Website until such time as Customer decides to make the Website publicly available to users. Provider’s “Confidential Information” is defined as the source code of any Provider Platform. Provider understands and agrees that Customer does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Customer, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.
17. Limitations On Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
18. No Provider Warranties.
Provider includes no warranties of any kind. Customer understands that the Website may be unavailable from time to time. Provider will attempt to resolve any issues related to availability and/or performance within a reasonable timeframe. Customers only remedy relating to errors, availability and/or performance of Website is cancellation of this Agreement.
19. Governing Law.
This Agreement will be governed and construed in accordance with the laws of the State of Utah without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in Utah and further agree that any cause of action arising under this Agreement shall be brought in a court in Washington County, Utah.
20. Compliance With Law.
Provider shall ensure that its Website design and its web hosting services will comply with all applicable international, national and local laws and regulations.
21. Severability; Waiver.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified:
590 East St George Blvd
Saint George, Utah 84770
Addressed used in above sign up form or at such other address as the party shall specify in writing.
Such notice shall be deemed given upon personal delivery; if sent by email, firstname.lastname@example.org, if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing or if sent via email, upon acknowledged receipt of the other party.
22. Entire Agreement.