WEBTRICS

Web Hosting Service Agreement


This service agreement (the “Agreement”) Dated December 1, 2020

BETWEEN

WEBTRICS Inc. of 4412 Leger Crescent, Hanmer, ON, P3P 1X7
(the “Company”)

OF THE FIRST PART

and

{{billing_first_name}} {{billing_last_name}} of {{billing_address_1}} {{billing_address_2}}, {{billing_city}}, {{billing_state}}, {{billing_postcode}}
(the “Client”)

OF THE SECOND PART

BACKGROUND

  1. The Client is agreeable to receiving such services from the Company on the terms and conditions set out in this Agreement.
  2. The Company is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

The Client hereby agrees to engage the Company to provide the Client with the following services (the "Services"):

  • Web Hosting Services and Support

The Services will also include any other tasks which the Parties may agree on. The Company hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

In the event that either Party wishes to terminate this Agreement prior to its end, that Party will be required to provide 7 days' written notice to the other Party.

This Agreement may be terminated at any time by mutual agreement of the Parties.

Except as otherwise provided in this Agreement, the obligations of the Company will end upon the termination of this Agreement.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

COMPENSATION FOR SERVICES

The Company will charge the Client a flat, Monthly or Yearly fee as per Order/Subscription {{order_id}} of {{order_total}} for the Services (the "Compensation").

The Client will be invoiced on a Monthly or Yearly basis as per Order/Subscription {{order_id}}.

Invoices submitted by the Company to the Client are due within seven (7) days of receipt.

PENALTY FOR LATE PAYMENT

Any late payments will trigger a fee of 3.95% per month on the amount still owing.

INAPPROPRIATE USE

The Company reserves the right to terminate this Agreement and suspend the Services provided if the Company determines that the Services have been used inappropriately. The Client agrees to not host any of the following content and/or activities on the Company's servers:

  • Adult content, pornography or any content depicting any kind of sexual acts,
  • Online gambling and/or online casinos,
  • Spam, unsolicited emailing,
  • Any kind of copyright infringement,
  • Any illegal activities or crimes, as set out in the Criminal Code of Canada, and
  • Any application with the sole purpose of saving, processing and or sending out emails, also know as a dedicated mail server.

Hosting any of the above content and/or activities constitutes inappropriate use.

If this Agreement is terminated by the Company due to violations of the above 'Inappropriate Use' provision, the Client forfeits any and all rights to any refund or repayment of the Compensation, and the Services provided to the Client will be permanently suspended.

TRADE SECRETS

Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.

The Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Company has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any principles of conflicts of laws. The parties must irrevocably submit all disputes arising out of this Agreement to the courts of the District of Sudbury, Province of Ontario, including disputes regarding this Agreements interpretation and its effects.

ENUREMENT

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

GENERAL PROVISIONS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

INDEMNIFICATION

EXCEPT TO THE EXTENT PAID IN SETTLEMENT FROM ANY APPLICABLE INSURANCE POLICIES, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, SHAREHOLDERS, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PERMITTED SUCCESSORS AND ASSIGNS AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, PENALTIES, PUNITIVE DAMAGES, EXPENSES, REASONABLE LEGAL FEES AND COSTS OF ANY KIND OR AMOUNT WHATSOEVER, WHICH RESULT FROM OR ARISE OUT OF ANY ACT OR OMISSION OF THE INDEMNIFYING PARTY, ITS RESPECTIVE DIRECTORS, SHAREHOLDERS, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PERMITTED SUCCESSORS AND ASSIGNS THAT OCCURS IN CONNECTION WITH THIS AGREEMENT. THIS INDEMNIFICATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF THE SERVICES OR ANY DATA ACCESSED THEREFROM IS DEFECTIVE, THE CLIENT MUST ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DEFECTS OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

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Signed by WEBTRICS Inc. PER: Michel Daoust
Signed On: February 21, 2020

Signature Certificate
Document name: Web Hosting Service Agreement
lock iconUnique Document ID: bb0d88218ffa5dd85f84320ded9d1f24e5f59d7b
Timestamp Audit
February 21, 2020 4:50 pm ESTWeb Hosting Service Agreement Uploaded by WEBTRICS Inc. PER: Michel Daoust - documents@webtrics.ca IP 148.64.73.197