Shared Web Hosting Service Agreement

This Service Agreement is between

12 Point Design
Twain Harte, California

("12 Point Design")

and

[customer name]
[customer address]

("You").

Your acceptance of this agreement is evidenced by your continued use of 12 Point Design services and you agree to be bound by all the terms and conditions of this agreement, 12 Point Design's Acceptable Use Policy and 12 Point Design No-Spam policy.

12 Point Design and You agree to the following provisions:

Provision of Services.

12 Point Design agrees to provide services to You in accordance with the Shared Web Hosting Service Level Agreement in exchange for your payment for 12 Point Design's services, your execution and compliance with this agreement, and your compliance with 12 Point Design's Acceptable Use Policy and No-Spam Policy. Provision of 12 Point Design's services shall commence once 12 Point Design has received both Your payment for 12 Point Design's services and this Agreement duly executed by You. You warrant and represent that You shall use 12 Point Design's services only for lawful purposes.

Agreement Term.

The initial term of this agreement shall be from the date of your initial payment and execution of this agreement through the remainder of the calendar year in which this agreement was executed.

The term of this agreement, after the initial agreement term, shall be one calendar year.

Automatic Renewal.

This agreement shall renew automatically at the end of the prior agreement term unless terminated either by You or by 12 Point Design.

Termination without Cause.

You may terminate this agreement at any time, for any reason, by following the termination procedure located within the Support section of 12 Point Design website or in writing prior to the automatic renewal of this contract.

12 Point Design shall prorate any pre-paid amounts upon termination of this agreement. Set-up fee is non-refundable. Cancellation must be made within 3 days for a full-refund to be issued. After which, an amount equivalent to one months service will apply, the remainder to be refunded.

All customer data and account settings including, but not limited to, E-mail messages, E-mail account, website content and databases shall be irrevocably deleted upon account termination.

12 Point Design may terminate this agreement at any time, for any reason, by:

• providing written or electronic mail notice of termination to your 12 Point Design E-mail contact address no less than fifteen days prior to the service termination; and
• refunding monthly services charge for the remaining months in which 12 Point Design services terminate.

Termination for Cause.

You agree to maintain and keep current all contact information for your account(s) which reside within 12 Point Design. Failure to maintain or keep current all contact information shall be valid grounds for 12 Point Design termination of services for just cause.

If 12 Point Design terminates your account for violation(s) of this agreement, 12 Point Design's Acceptable Use Policy or 12 Point Design's No-Spam policy, 12 Point Design shall not be required to refund to you any billable amounts for the month in which 12 Point Design services terminate.

Payment Terms.

You agree to be billed yearly for all recurring and one-time charges, including late and termination charges, for any 12 Point Design services ordered by You, unless previous arrangements are made.

You agree to make prompt payment in the form of Cash, Check or Pay Pal account of all monies due to 12 Point Design. 12 Point Design shall provide You with a yearly invoice.

Taxes.

12 Point Design shall not be liable for any taxes and other governmental fees to be paid which are related to purchases made by You from 12 Point Design's server. You agree that you shall be fully responsible for all taxes and fees of any nature associated with products or services sold through the use of or with the aid of services provided to You by 12 Point Design.

"Beta" Hosting Products.

Uptime guarantees provided elsewhere in this agreement or in Service Level Agreement(s)

Materials and Products.

Any material and data you provide to 12 Point Design in connection with 12 Point Design's services shall be in a condition that is in a form requiring no additional manipulation on the part of 12 Point Design. 12 Point Design shall make no effort to validate this material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this agreement.

12 Point Design may, in its sole discretion, reject material or data that You have placed on 12 Point Design's servers or that You request 12 Point Design put on 12 Point Design's servers. 12 Point Design agrees to notify You immediately of its refusal of the material or data and provide You with an opportunity to amend or modify the material or data to meet the requirements of 12 Point Design. Your failure to amend or modify the data or material as directed by 12 Point Design within a reasonable time shall be a breach of this agreement.

You expressly agree that use of 12 Point Design's services is at your sole risk.

Liability: No Warranty; Limitation of Damages.

12 Point Design, its agents, affiliates, licensors or the like, do not represent or warrant, expressly or impliedly, that 12 Point Design's services will not be interrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of 12 Point Design's services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through 12 Point Design's services, unless otherwise expressly stated in this agreement.

12 Point Design, its officers, agents, or anyone else involved in providing 12 Point Design's services shall not be liable for any direct, indirect, incidental, special, or consequential damages that result from the use or inability to use 12 Point Design's services; or for any damages that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to 12 Point Design's records, programs, or services.

12 Point Design will exercise no control over the content of the information passing through 12 Point Design's network except those controls expressly provided herein.

12 Point Design makes no warranties or representations of any kind, express or implied, for the service it is providing. 12 Point Design also disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by You, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause or due to your errors or omissions. Use of any information obtained by way of 12 Point Design is to be used at Your own risk, and 12 Point Design specifically denies any responsibility for the accuracy or quality of information obtained through its services. 12 Point Design expressly limits its damages for any non-accessibility time or other downtime to the penalties listed in 12 Point Design's Shared Web Hosting Service Level Agreement. 12 Point Design expressly limits its responsibility for any damages arising as a consequence of such unavailability.

Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.

Except for rights expressly granted herein, this agreement does not transfer any intellectual or other property or proprietary right to You. You agree that all rights, title, and interest in any product or service provided to You is 12 Point Design's. These products and services are only for your use in connection with 12 Point Design's services provided to you as outlined in this agreement.

You expressly warrant to 12 Point Design that You have the right to use any patented, copyrighted, or trademarked material which You use, post, or otherwise transfer to 12 Point Design servers.

Hardware, Equipment, and Software.

You are responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access 12 Point Design servers. 12 Point Design makes no representations, warranties, or assurances that your equipment will be compatible with 12 Point Design services.

Age.

You expressly represent and warrant that You and any person to whom You grant access to your 12 Point Design account have reached the age of eighteen.

Indemnification.

You agree that you shall defend, indemnify, save, and hold 12 Point Design harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, asserted against 12 Point Design, its agents, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by You, your agents, employees, or assigns.

You agree to defend, indemnify, and hold harmless 12 Point Design against liabilities arising out of:

• any injury to person or property caused by any products sold or otherwise distributed in connection with 12 Point Design services provided to you;
• any material supplied by You infringing or allegedly infringing on the property or proprietary rights of a third party;
• copyright infringement; and
• any defective product which You sold or distributed by means of 12 Point Design services.

You agree that the liability limit of 12 Point Design shall in no event be greater than the aggregate dollar amount which You paid during the terms of this agreement, including any reasonable attorneys' fees and court costs.

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Miscellaneous.

Governing Law; Jurisdiction; Forum.

This agreement shall be governed by and construed in accordance with the laws of the state of California without regard to its conflicts of laws or principles. You agree, in the event any suit is brought in connection with 12 Point Design's provision of services to you, to submit to the jurisdiction of the state of California, and agree to the courts of Tuolumne County, California as the appropriate forum.

Severability.

In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this agreement, and this agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

Waiver.

No waiver by 12 Point Design of any breach by You of any of the provisions of this agreement shall be deemed a waiver of any preceding or succeeding breach of this agreement. No such waiver shall be effective unless it is in writing and then only to the extent expressly set forth in such writing.

Entire agreement.

This agreement, including 12 Point Design Acceptable Use Policy, 12 Point Design No Spam Policy, and 12 Point Design Shared Web Hosting Service Level Agreement, shall constitute the entire agreement between You and 12 Point Design.

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