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Website Hosting Agreement

Curated Design Website Hosting and Launch With Purpose Website Hosting, Hosting Agreement.

This website hosting agreement is between Launch Lab Inc, a(n) Delaware C Corp (the “Host”) and END USER, an individual (the “User”).

The Host is engaged in the business of providing website design, creative graphic design, business consulting, software support, and website hosting and related services.

The User wants to retain the Host to perform the services requested and signed for in their individually provided agreement whether it is (the “Statement of Work”), (the “Proposal”) or (the “Service Agreement”) all are from here forward represented as (the “Agreement”) in this web hosting agreement.

The parties, therefore, agree as follows:

  1. ENGAGEMENT; SERVICES.

The Host shall provide the services set forth in (the “Agreement”), as described in (the “Agreement”).

  1. PRICE; PAYMENT.
    1. The User shall pay the Host for the Services according to the terms set forth in (the “Agreement”).
    2. Subscription Payments. The User shall provide and keep a valid up to date and authorized form of payment on file with the Hosts payment processor during any period of time that the User is under a contractual time period agreement. The Host shall automatically deduct the payment amount monthly or annually depending on which payment method and schedule the User has selected if the User was provided payment options. The Host will send the User a reminder notification (payment pending notification”) no less than five (5) calendar days in advance of a pending payment date through the email provided by the User. Payment pending notification is a convenience provided by the Host and the Host is not liable to any loss of payment or in any breach of contract due to none receipt or non-distribution of pending payment notification. The User is responsible for understanding and knowing when their monthly payment date is as part of this agreement.
    3. If the User disputes any amount owed they must dispute before such payment date by no less than 5 calendar days in writing either through first class mail to the company address provided below or through email to their account manager. Outside of this event billing will continue as normally scheduled.  Billing will not resume until evidence can be provided to either validate dispute or show that correct amount is being charged.  Actions to rectify in either direction will be taken during the next billing cycle.  User claim to not understanding amount due is not reason to pause, delay, or end billing. Unpaid subscription payments will result in the discontinuation of work on Users project, discontinued access to Host provided software, websites, hosting, data storage, design work, or any other relevant business dealings.  Host will retain relevant data, website code, business plans, images in archive for thirty (30) days on unpaid accounts.  Host will reinstate all previous services and access to User accounts brought current if requested before the end of the thirty (30) day archive deadline.  Requests made on accounts more than thirty (30) days past due will be declined, unless there is a reasonable way that requested services or access can be reinstated without incurring cost or burden on the Host and Host human capital.
    4. Price Changes. The Host will not change subscription amount during any Initial Terms (as defined below) of service, but the Host reserves the right to make changes that will automatically affect new subscribers (Users) as well as any current Users once their Initial Term expires. However, increases in fees during a Renewal Term (as defined below) are limited to a 5% increase over the rates during the immediately preceding Term, unless unforeseen economical changes drastically reshape the business landscape and the absence of a more substantial increase would impair the Host from continuing to conduct a reasonably profitable business. The Host shall provide the User with reasonable notice (the “Price Change Notice Period”) at least 90 days’ notice on all subscriptions with Initial Terms twelve (12) months or longer and at least 30 days’ notice on all subscriptions with Initial Terms less than twelve (12) months, before the price change will take effect.  The Host is under no obligation to provide any defined increase notice to those on month to month services. If the User rejects the price change the User is within their rights to terminate/not renew their subscription before the first billing date of the new term period. Nontermination by the billing date shall constitute the Users acceptance of the Price Change for the entirety of the new Renewal Term.
  2. TERM; TERMINATION.
    1. This agreement will become effective as described in section 21 and continue for an initial term as selected by the User or defined by the Host at the time of initial subscription of either 1 month, 3 month(s), or 1 year (the “Initial Term”). The Initial Term created by the initial subscription selection will be renewed automatically at the end of the Initial Term unless the User chooses to not automatically renew and either selects the cancel subscription at end of term option in their account up to the day before the start of the Renewal Term or contacts the Host billing team no less than three (3) business days before the Renewal Term start date (the “Renewal Date”). The Renewal Term time period is constituted for the same amount of time as the Initial Term unless otherwise noted or agreed upon in writing by both the User and an authorized agent of the Host. This automatic extension will continue to apply at the end of each Renewal Term until the agreement is terminated.  Beyond items listed as one-time fee or one time cost, each item will be clearly marked with either a payment frequency, payment schedule, or initial term on (the “Agreement”)
      1. Certain promotional offers, limited time prices, subscriptions, or any other service provided in conjunction with, coupled with, or added-on to any service, package, bulk purchase, partnership or any other item the Host has determined is outside its normal pricing spectrum or range of services shall be defined and referred to as (the “Promotion(s)”) and may carry or be subject to their (the “Promotion(s)”) own mandatory Initial Term period (the “Promotion Term”) and/or subscription price increase (the “End of Promotion Renewal Price Change”) each of which will be defined within the Promotion(s) Supplemental Terms & Conditions Addendum. All other facets of Terms and Conditions of any and all Promotion(s) that are not explicitly defined in the Promotion(s) Supplemental Terms & Conditions Addendum provided in conjunction with each Promotion(s) are considered subject to all Terms and Conditions as defined by the Web Hosting Agreement.
      2. Termination Procedures. This agreement may be terminated:
        1. by either party, for any reason at the end of the Initial Term period as long as termination occurs prior to the Renewal Date;
        2. by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within 30 days of receipt of written notice or immediately if the material breach is due to gross negligence by an executive officer or it can be shown that the material breach was brought to the attention of an executive officer and corrective action was not taken appropriately as defined by the Hosts Data Security Protocol.
        3. by the User, immediately on written notice to the Host, if there is less than 93% uptime in any Services during any one-week period during any term (excluding scheduled maintenance and development and testing periods); or
        4. by the User, immediately on written notice to the Host, if there is a breach of the Host’s security systems that results in the actual or potential unauthorized discloser of the User’s Content (as defined below.)
        5. by Host, immediately if User is using any product, or service provided by the Host in an offensive manner or to conduct illegal or illicit activities.
        6. by Host if User or agent representatives of the User are abusive to any members of the Host team or affiliates.  Verbal, Written, or Physical abuse defined as unreasonable bullying, badgering, belittling, use of nonprofessional language, or any other offense that would be reasonably construed as “too far” by the common person test.  Host will review evidence provided and will take appropriate actions. Actions can include suspension of account, cancelation of account, communication restrictions placed on account, and possible legal actions taken against User based on level of offense. Host prefers to not terminate relationships with Users and in most instances will address issue with User and determine future course of action.  Users found in second violation will be terminated be sent written notice of termination of account and will be owed no recompense or reimbursement for services paid.
  1. Effects of Termination. After the termination of this agreement for any reason:
    1. the Host shall export and return any content then in its possession to the User at the User’s request and expense, and the Host shall delete that content from the Host’s servers and data storage devices, unless the User notifies the host in writing no more than 30 days after the termination of this agreement, of its desire to maintain the content on the Host’s equipment. If the Host maintains this content, the Host shall make the content reasonably available to the User and the User shall pay the Host’s customary rates for these services and reimburse Host for the cost of making the content available; and
    2. the User shall promptly pay the Host according to the terms of (the “Agreement”) for Services rendered before the effective date of the termination.
  2. CUSTOMER SERVICE.

The Host shall consult with the User via telephone or electronic mail about how to use of the system on the terms set forth in the (the “Agreement”) but will not assist with any services not maintained or controlled by the Host as part of this Agreement. Third-party applications, mail-enabled printers/scanners, web services, and custom transport rules may be supported but will be scoped and billed separately.

  1. SECURITY; BACK-UP.
    1. The Host shall locate all content on secure servers with limited access and required access authentication. The Host shall handle all content in accordance with industry best practices and the terms of this agreement.
    2. Back-Up. If the User requests, the Host shall restore content to the User using the Host’s data back-ups. The Host shall maintain a copy of the past 15 days of all content. The Host may provide backup support and data restoration beyond the above referenced period for a data recovery fee as outlined in (the “Agreement”).
  1.  Content
    1. The User represents that it is the owner or valid licensee of all data or content it will upload or provide to the Host in connection with the Services (collectively, the “Content”) and that it has secured all necessary licenses, consents, permissions, waivers, and releases for the use of the Content.
    2. The Host may use the intellectual property of the User to do the following, to the extent necessary to perform the Services:
      1. digitize, convert, install, upload, select, order, arrange, compile and synchronize, use, reproduce, store, process, retrieve, transmit, and hyperlink the Content; and
      2. make archival or back-up copies of the Content.
    3. CONFIDENTIAL INFORMATION.
      1. “Confidential Information” means this agreement, (the “Agreement”), and all nonpublic information of the User, in whatever form, pertaining to the business of the User, including information relating to the User’s finances, customer records, and information, and all associated documentation and materials that the User designates as being confidential when disclosing it to the Host or that, under the circumstances of disclosure, ought to be treated as confidential by the Host. Confidential Information also includes any information relating to the User’s parent company, subsidiaries, and affiliates. Confidential Information does not include information or data that is:
        1. known to the Host before its disclosure by the User without an obligation of confidentiality under another agreement.
        2. independently developed by the Host without use of any Confidential Information.
  • in the public domain when the Host seeks to disclose or make use of it, other than as a result of disclosure by the Host; or
  1. received by the Host from a third party with a legal or contractual right to disclose that information or data.
  1. The Host shall not use or disclose the Confidential Information of the User except in connection with the exercise of its rights or the performance of its obligations under this agreement. The Host shall not disclose Confidential Information of the User to any person other than its employees, agents, or independent contractors who have a need to know it in connection with this agreement, and who are under obligations of confidentiality substantially similar to this section. The Host shall protect the confidentiality of the Confidential Information of the User in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case, with reasonable care. All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by the Host, and certified as having been returned or destroyed, promptly after the termination of this agreement.
  2. The Host will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, the Host shall notify the User in writing of that disclosure to permit the User to seek confidential treatment of that information.
  1. NATURE OF RELATIONSHIP

The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.

  1. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.
    1. During the Term, the Host may engage in other website hosting activities, except that the Host may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Host’s obligations or the scope of Services to be rendered for the User under this agreement.
    2. Of User by Host. At all times after the effective date of this agreement, the Host shall indemnify the User against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a “Loss”) or any attorney’s or other professional’s fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a “Litigation Expense”) arising out of:
      1. the Host’s gross negligence or willful misconduct arising from the Host’s carrying out of its obligations under this agreement; or
      2. the Host’s breach of any of its obligations or representations under this agreement.
    3. Of Host by User. The User shall at all times indemnify the Host against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the User under this agreement.
  2. INTELLECTUAL PROPERTY.
    1. No Intellectual Property Infringement by Host. The Host warrants that the use and proposed use of any software, programs, or applications by the User or any third party to access the Website does not and shall not infringe, and the Host has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party. To the extent the software, programs, or applications used to access the Website infringe on the rights of any such third party, the Host shall obtain a license or consent from such third party permitting the use of such items.
    2. No Intellectual Property Infringement by User. The User represents to the Host and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the User, or that the User has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Host and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the User. The User further represents to the Host that its domain names or URL listings do not infringe, dilute, or otherwise violate third-party rights or trademarks.
    3. Host Property Rights. All tools, know-how, and technology leased or licensed to the Host with respect to the hosting of the Website are the sole property of the Host, and the User has no ownership or other intellectual property rights in or to such items. User has no claim to any portion of any project that is either not paid in full or is a subscription-based payment.   Initial payments are applied to Host labor cost for design and implementation and Host operational cost, no payment is considered or excepted as purchase of any software, website, or code (the “Website”). (the “Website”) is considered property of the Host and use of or access to is permitted on agreed upon payments and terms.
    4. User Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website provided by or added by the User are the property of the User, and the Host has no ownership or other intellectual property rights in or to such items.
    5. Nature of Website Content. The User shall not do any of the following:
      1. use the Services to transmit or post any material that contains or contains links to nudity, pornography, adult content, sex or extreme violence;
      2. use the Services to transmit or post any material that violates any applicable local, state, national, or international law, or any rules or regulations promulgated under those;
      3. use the Services to harm or attempt to harm minors in any way;
      4. use the Services to transmit or post any material that harasses, threatens, or encourages bodily harm or destruction of property;
      5. use the Services to make fraudulent misrepresentations or offers, including offers relating to “pyramid schemes” and “Ponzi schemes”;
      6. use the Services to access, or attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of the Host or another entity’s computer software or hardware, electronic communications system or telecommunications system, whether or not the intrusion results in the corruption or loss of data;
      7. use the Services to transmit or post any material that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including the unauthorized copying or distribution of copyrighted material, the digitization and distribution of photographs from magazines, books, music, video or other copyrighted sources, and the unauthorized transmittal of copyrighted software;
      8. use the Services to collect, or attempt to collect, personal information about third parties without their knowledge or consent;
      9. resell the Services without the Host’s prior written authorization; or
      10. use the Services for any activity that adversely affects the ability of other people or systems to use the Services or the Internet. This includes “denial of service” attacks against another network host or individual user. Interference with or disruption of other network users, network services, or network equipment is prohibited.
  1. GOVERNING LAW.
    1. Choice of Law. The laws of the state of Delaware govern this agreement (without giving effect to its conflicts of law principles).
    2. Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in New Castle County, Delaware.
  2. No amendment to this agreement will be effective unless it is in writing and signed by both parties.
  1. ASSIGNMENT AND DELEGATION.
    1. No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
    2. No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
    3. Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
  2. COUNTERPARTS; ELECTRONIC SIGNATURES.
    1. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
    2. Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
  3. If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
  1. Notices.
  1. Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  2. A party shall address notices under this section to a party at the following addresses:

If to the Host:

Launch Lab, Inc

643 Syracuse St Denver, Colorado, 80230

design@businesslaunchkit.com.com

  1. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

 

  1. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver unless the writing so specifies.

 

  1. ENTIRE AGREEMENT.   This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
  1. The descriptive headings of the sections and subsections of this agreement are for convenience only and do not affect this agreement’s construction or interpretation.
  1. This agreement will become effective when the User has agreed to and signed (the “Agreement”). The date this (the “Agreement) is signed by the User will be deemed the date of this agreement.
  1. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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