Technical Services Agreement

You may elect to contract with us for technical services such as system administration or server migrations.

SITEWORKS HOSTING NETWORK LLC  agrees, under the following terms and conditions, to provide professional technical services to Customer, and Customer agrees to accept such services.

SERVICES:

Per Customer’s request, SITEWORKS HOSTING NETWORK LLC Connecticut will provide services as dictated by submission of a System Administration Ticket.

CUSTOMER OBLIGATIONS:

Customer shall deliver to SITEWORKS HOSTING NETWORK LLC all necessary information to allow SITEWORKS HOSTING NETWORK LLC to perform the Services, and to respond to any communications from SITEWORKS HOSTING NETWORK LLC regarding the Services. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE INTEGRITY, ACCURACY, COMPLETENESS, AND RETENTION OF ANY INFORMATION PROVIDED BY CUSTOMER TO SITEWORKS HOSTING NETWORK LLC. WITHOUT LIMITATION OF THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT IT HAS CREATED A BACK UP COPY OF ALL DATA THAT MAY BE AFFECTED BY SITEWORKS HOSTING NETWORK LLC’ PERFORMANCE OF THE SERVICES. SITEWORKS HOSTING NETWORK LLC SHALL NOT BE RESPONSIBLE FOR CREATING BACK UP COPIES OF DATA AND INFORMATION PROVIDED BY CUSTOMER TO SITEWORKS HOSTING NETWORK LLC.

Customer shall pay all applicable taxes and duties that are levied or imposed by reason of SITEWORKS HOSTING NETWORK LLC’ performance of the Services, excluding income taxes based on the net profits of SITEWORKS HOSTING NETWORK LLC. Customer shall reimburse SITEWORKS HOSTING NETWORK LLC for the amount of any such taxes or duties paid or incurred directly by SITEWORKS HOSTING NETWORK LLC as a result of this Agreement.

TERM AND TERMINATION:

This Agreement shall be effective when signed by both Customer and SITEWORKS HOSTING NETWORK LLC. By signing this Agreement, Customer authorizes SITEWORKS HOSTING NETWORK LLC to begin performance of the Services or to continue performing the Services, if performance of the Services began prior to signature of this Agreement. The term of the Agreement shall continue until SITEWORKS HOSTING NETWORK LLC completes the Services to be performed by SITEWORKS HOSTING NETWORK LLC hereunder or until either party terminates the Agreement. Either party may terminate this Agreement at any time, without cause, by giving five (5) business days advance written notice to the other party of its intent to terminate the Agreement. Upon termination of the Agreement through SITEWORKS HOSTING NETWORK LLC’ completion of the Services or by either party, Customer shall pay to SITEWORKS HOSTING NETWORK LLC UP FRONT, via credit card or approved SITEWORKS HOSTING NETWORK LLC net 30 account. All unpaid fees and expenses that have accrued through the date of termination are subject to additional late fee’s and penalties. System Administration charges are due PRIOR to work being performed.

INDEMNIFICATION OF SITEWORKS HOSTING NETWORK LLC

Customer agrees to indemnify, defend and hold SITEWORKS HOSTING NETWORK LLC and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any action brought against SITEWORKS HOSTING NETWORK LLC with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that: (i) such action is based upon or arises out of a claim that any data or information provided by Customer to SITEWORKS HOSTING NETWORK LLC to enable SITEWORKS HOSTING NETWORK LLC to perform the Services hereunder violates or infringes upon the rights of any party, including any intellectual property rights of any third party or (ii) such action is based upon or arises out of a claim that is related to use by SITEWORKS HOSTING NETWORK LLC of data or information provided by Customer to SITEWORKS HOSTING NETWORK LLC to enable SITEWORKS HOSTING NETWORK LLC to perform the Services hereunder.’

WARRANTY AND LIMITATION OF LIABILITY

Warranty by SITEWORKS HOSTING NETWORK LLC. Under this Agreement, SITEWORKS HOSTING NETWORK LLC provides services to Customer, and does not sell or license goods, except as expressly provided herein. SITEWORKS HOSTING NETWORK LLC warrants that it will perform the Services in a workmanlike manner. THE WARRANTY EXPRESSED IN THIS SECTION IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY SITEWORKS HOSTING NETWORK LLC. EXCEPT FOR THIS LIMITED WARRANTY, SITEWORKS HOSTING NETWORK LLC MAKES NO OTHER WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SERVICES TO BE RENDERED BY SITEWORKS HOSTING NETWORK LLC UNDER THIS AGREEMENT, AND SITEWORKS HOSTING NETWORK LLC EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT MAY ARISE IN CONNECTION WITH SUCH SERVICES.

Warranty by Customer. Customer warrants that the rendering of the Services by SITEWORKS HOSTING NETWORK LLC will not violate the rights of any third party, including, without limitation, intellectual property rights.

Limitation of Liability. For purposes of this Section, “SITEWORKS HOSTING NETWORK LLC” includes any and all subsidiaries and affiliates of SITEWORKS HOSTING NETWORK LLC Internet Services., and the officers, directors, employees, and agents thereof. TO THE EXTENT PERMITTED BY LAW, SITEWORKS HOSTING NETWORK LLC’S CUMULATIVE LIABILITY TO CUSTOMER OR ANY PARTY RELATED TO CUSTOMER FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO SITEWORKS HOSTING NETWORK LLC BY CUSTOMER FOR THE SERVICES RENDERED BY SITEWORKS HOSTING NETWORK LLC HEREUNDER. IN NO EVENT SHALL SITEWORKS HOSTING NETWORK LLC BE LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, WHETHER OR NOT SITEWORKS HOSTING NETWORK LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. WITHOUT LIMITATION OF THE FOREGOING, SITEWORKS HOSTING NETWORK LLC SPECIFICALLY SHALL NOT BE LIABLE FOR (i) DAMAGES CAUSED BY ACTS OR OMISSIONS OF CUSTOMER OR CUSTOMER’S EMPLOYEES OR AGENTS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE BY CUSTOMER TO BACK UP DATA OR INFORMATION BEFORE SITEWORKS HOSTING NETWORK LLC BEGINS RENDERING THE SERVICES OR ANY PORTION OF THE SERVICES OR (ii) THE LACK OF INTEROPERABILITY OF SOFTWARE OR HARDWARE USED BY CUSTOMER.

GENERAL TERMS

Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within Hartford County, Connecticut. Each party, to the maximum extent permitted by law, hereby consents to the jurisdiction and venue of such courts and waives any objection that such party may now have or hereafter have to the jurisdiction or venue of such courts, on the basis of inconvenient forum or otherwise.

Independent Contractor. SITEWORKS HOSTING NETWORK LLC is an independent contractor for all purposes. Neither SITEWORKS HOSTING NETWORK LLC nor its subcontractors, nor the employees or agents thereof, shall be deemed to be employees or agents of Customer. SITEWORKS HOSTING NETWORK LLC may use contractors or other third parties of SITEWORKS HOSTING NETWORK LLC’s choice to assist SITEWORKS HOSTING NETWORK LLC in rendering the Services hereunder. Nothing herein or in the performance hereof shall imply either a joint venture or principal and agent relationship between the parties, nor shall such a relationship be deemed to have arisen under this Agreement.

Survival. All Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding in perpetuity.

Force Majeure. Neither party shall have liability for damages or delays in performance due to natural disasters, power surges or failures, strikes or labor disputes, acts of god, war, civil disturbances, acts of civil or military authorities or the public enemy, or other causes beyond either party’s control.

Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and may be sent by: (i) personal delivery; (ii) registered mail; (iii) expedited delivery service; (iv) facsimile; or (v) electronic mail. Notices to either party shall be addressed to its address indicated on the first page of this Agreement, or such other address as the party may designate through notice hereunder. Notices will be deemed communicated upon receipt, provided that receipt of any such notice is verified through commercially reasonable means.

Entire Agreement. This Agreement is the entire agreement between the parties and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning SITEWORKS HOSTING NETWORK LLC’s rendering of the Services to Customer. No change, modification or waiver of any of the terms of this Agreement shall be binding unless set forth in writing and signed by both parties.