Web Hosting Terms and Conditions

THIS AGREEMENT is made between the Institute of Photographic Studies (IPS) and any client (Client) purchasing Web Hosting through the IPS Website.

In consideration of the mutual covenants set forth in this Agreement, IPS and Client hereby agree as follows:

1. Terms.

Subject to the terms and conditions of this Agreement, IPS will provide Web Hosting services for Client subject to the following terms: a) Length of Service. Client agrees to an ongoing relationship that begins upon receipt of the initial development fee and terminates when IPS receives written notification via email to info@ipsphoto.co requesting such termination, or when IPS provides written notification to Client email on file not less than two weeks before the cessation of services. Client’s termination email must be received at least 10 (ten) business days before their payment cycle to avoid new charges being issued. b) Service Start Date. The first Monthly Hosting payment plus Initial Development Fee, shall be due in advance of any service provided. Service shall begin upon Client’s purchase of Service through the IPS Online Store. c) Renewal by Client. This Agreement will automatically renew for successive one (1) or twelve (12) month Terms unless canceled in writing by Client at least 10 days prior to the end of Term renewal. Renewal prices are subject to change upon written notification from IPS three (3) months in advance of any such change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically charged Client’s credit card.

2. Description of Services.

Client’s Initial Development Fee provides for the establishment of a Word Press website styled using the theme Client selects upon purchase. Client shall provide to IPS a custom URL (e.g. ipsphoto.co), and shall pay any and all fees associated with obtaining such URL, where their site is to be located. After this initial setup, Client is responsible for their own site development and keeping their software up to date, including Word Press and any plug-ins. Monthly Hosting or Annual Hosting means IPS shall provide server(s) and bandwidth to make Client’s site visible on the Internet. IPS shall also provide up to two (2) email addresses using Client’s URL.

3. End User Pricing and Web Hosting Compensation.

The Initial Development Fee is $99.99. Renewal terms of 1 month (Monthly Hosting) are $9.99. Renewal terms of 1 year (Annual Hosting) are $99.99. Custom web development is available for $99/hr. Annual “Update Me” service is available for $29.99.

4. Terms of Payment.

Payment is required via MasterCard, VISA, or PayPal.

5. Proprietary Information.

Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any IPS program, code or technology delivered to Client or any portion thereof.

6. Content.

All content uploaded to IPS servers remains the sole property of Client. Client shall not use IPS services for immoral, illegal, pornographic, hacking, or spam purposes.

7. Warranties.

IPS makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. IPS also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of IPS is at Client’s own risk, and IPS specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. IPS does not represent guarantees of speed or availability of end-to-end connections. IPS expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. IPS specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

8. Trademarks and Copyrighted Material.

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

9. Transfer of Agreement.

Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of IPS. In the event that Client contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Client shall notify IPS by email to info@ipsphoto.co no less than 60 days prior to the effective date of the event.

10. Termination.

Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice via email from IPS of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of IPS and Client. Upon termination, IPS shall provide Client with a downloadable copy of the content being hosted through IPS servers.

11. Disputes.

If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

12. Indemnification.

Client shall indemnify and hold IPS harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against IPS directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.

13. General.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. Exclusive jurisdiction and venue shall be in the Multnomah County, Oregon Superior Court. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power. Each party represents and warrants that, upon purchase of web hosting, they are authorized to enter into this Agreement in entirety.


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