JT IMAGES, INC.
Web Hosting Agreement
This Web Hosting Agreement (this Agreement) is between JT IMAGES, INC.,
a New Jersey Corporation.
This Agreement governs Customer’s use of JT IMAGES, INC.’s Web hosting and design service.
Subject to the terms of this Agreement, and contingent on Customer’s
satisfaction of JT IMAGES, INC.’s credit approval requirements, JT IMAGES, INC.
agrees to provide the web hosting services described in the Order for
the fees stated in the Order.
The initial service term of the Agreement shall begin on the date
that JT IMAGES, INC. generates an e-mail message to Customer announcing the
activation of the Customer’s account (the “Service Commencement Date”)
and shall continue for the number of months stated in the Order (the Initial Term).
Upon expiration of the Initial Term, this Agreement shall automatically renew
for the same length as the Initial Term (each a Renewal Term) unless JT IMAGES, INC.
or Customer provides the other with written notice of non-renewal at least
thirty (30) days prior to the expiration of the Initial Term or then-current
Renewal Term, as applicable. The Initial Term and any Renewal Term may be
referred to collectively in this Agreement as the Term.
Fees are payable in advance on the first day of each billing
cycle. Customer’s billing cycle shall be monthly, quarterly,
semi-annually, annually, or bi-annually as indicated on the Order,
beginning on the Service Commencement Date. JT IMAGES, INC. may require
payment for the first billing cycle before beginning service.
If the Order provides for credit/debit card billing, Customer
authorizes JT IMAGES, INC. to bill subsequent fees to the credit/debit card
on or after the first day of each successive billing cycle during
the Term of this Agreement; otherwise JT IMAGES, INC. will invoice Customer
via electronic mail to the Primary Customer Contact listed on the Order.
Invoiced fees may be issued on or before the 1st day of each billing cycle,
and the fees shall be due on the 4th day following invoice date, but in
no event earlier than the first day of each billing cycle.
Payments must be made in United States dollars. Customer is
responsible for providing JT IMAGES, INC. with changes to billing information (
such as credit card expiration, change in billing address) At its
option, JT IMAGES, INC. may accrue charges to be made to a credit/debit card
until such charges exceed $10.00. JT IMAGES, INC. may charge interest on
overdue amounts at the lesser of 1.5% per month or the maximum non-usurious
rate under applicable law. JT IMAGES, INC. may suspend the service without notice
if payment for the service is overdue. Fees not disputed within sixty
(60) days of due date are conclusively deemed accurate. Customer agrees
to pay JT IMAGES, INC.’s reasonable reinstatement fee following a suspension of
service for non-payment, and to pay JT IMAGES, INC.’s reasonable costs of collection
of overdue amounts, including collection agency fees, attorney fees and
- Fee Increases
JT IMAGES, INC. may increase its fees for services effective the first
day of a Renewal Term by giving notice to Customer of the new fees at
least forty five (45) days prior to the beginning of the Renewal Term,
and if Customer does not give a notice of non-renewal as provided in
Section 2 above, the Customer shall be deemed to have accepted the new
fee for that Renewal Term and any subsequent Renewal Terms (unless the
fees are increased in the same manner for a subsequent Renewal Term).
At JT IMAGES, INC.’s request Customer shall remit to JT IMAGES, INC. all sales,
VAT or similar tax imposed on the provision of the services
(but not in the nature of an income tax on JT IMAGES, INC.), regardless of
whether JT IMAGES, INC. fails to collect the tax at the time the related
services are provided.
- Early Termination
Customer acknowledges that the amount of the fee for the
service is based on Customer’s agreement to pay the fee for the
entire Initial Term, or Renewal Term, as applicable. In the event
JT IMAGES, INC. terminates the Agreement for Customer’s breach of the
Agreement in accordance with Section 9 (Termination), or Customer
terminates the service other than in accordance with Section 9
(Termination) for JT IMAGES, INC.’s breach, the unpaid fees for each
billing cycle remaining in the Initial Term or then-current Renewal
Term, as applicable, are due on the business day following
termination of the Agreement.
Customer agrees to use the service in compliance with applicable
law and JT IMAGES, INC.’s Acceptable Use Policy (the AUP), which is hereby
incorporated by reference in this Agreement. Customer agrees that JT IMAGES, INC.
may, in its reasonable commercial judgment consistent with industry standards,
amend the AUP from time to time to further detail or describe reasonable
restrictions and conditions on Customer’s use of the Services. Amendments
to the AUP are effective on the earlier of JT IMAGES, INC.’s notice to Customer
that an amendment has been made, or the first day of any Renewal Term
that begins subsequent to the amendment. Customer agrees to cooperate
with JT IMAGES, INC.’s reasonable investigation of any suspected violation of
the AUP. In the event of a dispute between JT IMAGES, INC. and Customer
regarding the interpretation of the AUP, JT IMAGES, INC.’s commercially
reasonable interpretation of the AUP shall govern.
- Customer Information
Customer represents and warrants to JT IMAGES, INC. that the information
he, she or it has provided and will provide to JT IMAGES, INC. for purposes
of establishing and maintaining the service is accurate. If Customer is
an individual, Customer represents and warrants to JT IMAGES, INC. that he
or she is at least 18 years of age. JT IMAGES, INC. may rely on the instructions
of the person listed as the Primary Customer Contact on the Order with
regard to Customer’s account until Customer has provided a written
notice changing the Primary Customer Contract.
Customer agrees to indemnify and hold harmless JT IMAGES, INC., JT IMAGES, INC.’s
affiliates, and each of their respective officers, directors, agents,
and employees from and against any and all claims, demands, liabilities,
obligations, losses, damages, penalties, fines, punitive damages,
amounts in interest, expenses and disbursements of any kind and nature
whatsoever (including reasonable attorneys fees) brought by a third
party under any theory of legal liability arising out of or related
to the actual or alleged use of Customer’s services in violation of
applicable law or the AUP by Customer or any person using Customer’s
log on information, regardless of whether such person has been authorized
to use the services by Customer.
- Disclaimer of Warranties
JT IMAGES, INC. DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT
PERMITTED BY APPLICABLE LAW JT IMAGES, INC. DISCLAIMS ANY AND ALL WARRANTIES
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
- Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS,
OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS
OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED
BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE
AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF
THE POSSIBILIY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE
MAXIMUM AGGREGATE LIABILITY OF JT IMAGES, INC. AND ANY OF ITS EMPLOYEES,
AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF
CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT
OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE
MONTHS OF SERVICE.
- Suspension of Service
Customer agrees that JT IMAGES, INC. may suspend services to Customer
without notice and without liability if: (i) JT IMAGES, INC. reasonably
believes that the services are being used in violation of the AUP;
(ii) Customer fails to cooperate with any reasonable investigation
of any suspected violation of the AUP; (iii) JT IMAGES, INC. reasonably
believes that the suspension of service is necessary to protect its
network or its other customers, or (iv) as requested by a law
enforcement or regulatory agency. Customer shall pay JT IMAGES, INC.’s
reasonable reinstatement fee if service is reinstituted following
a suspension of service under this subsection.
The Agreement may be terminated by Customer prior to the
expiration of the Initial Term or any Renewal Term without further
notice and without liability if JT IMAGES, INC. fails in a material way
to provide the service in accordance with the terms of the Agreement
and does not cure the failure within ten (10) days of Customer’s
written notice describing the failure in reasonable detail. The
Agreement may be terminated by JT IMAGES, INC. prior to the expiration
of the Initial Term or any Renewal Term without further notice
and without liability as follows: (i) upon ten (10) days notice
if Customer is overdue on the payment of any amount due under the
Agreement; (ii) Customer materially violates any other provision
of the Agreement, including the AUP, and fails to cure the violation
within thirty (30) days of a written notice from JT IMAGES, INC. describing
the violation in reasonable detail; (iii) upon one (1) days notice
if Customer’s Service is used in violation of a material term of the
AUP more than once, or (iv) upon one (1) days notice if Customer
violates Section 5 (Customer Information) of this Agreement.
Either party may terminate this agreement upon ten (10) days advance
notice if the other party admits insolvency, makes an assignment for
the benefit of its creditors, files for bankruptcy or similar protection,
is unable to pay debts as they become due, has a trustee or receiver
appointed over all or a substantial portion of its assets, or enters
into an agreement for the extension or readjustment of all or
substantially all of its obligations.
- Requests for Customer Information
Customer agrees that JT IMAGES, INC. may, without notice to Customer, (i)
report to the appropriate authorities any conduct by Customer or any
of Customer’s customers or end users that JT IMAGES, INC. believes violates
applicable law, and (ii) provide any information that it has about
Customer or any of its customers or end users in response to a formal
or informal request from a law enforcement or regulatory agency or in
response to a formal request in a civil action that on its face meets
the requirements for such a request.
- Back Up Copy
Customer agrees to maintain a current copy of all content hosted by
JT IMAGES, INC. nothwithstanding any agreement by JT IMAGES, INC. to provide
back up services.
- Changes to JT IMAGES, INC.’s Network
Upgrades and other changes in JT IMAGES, INC.’s network, including, but
not limited to changes in its software, hardware, and service providers,
may affect the display or operation of Customer’s hosted content and/or
applications. JT IMAGES, INC. reserves the right to change its network in
its commercially reasonable discretion, and JT IMAGES, INC. shall not be
liable for any resulting harm to Customer.
Notices to JT IMAGES, INC. under the Agreement shall be given via electronic
mail to the e-mail address for customer support. Notices to Customer
shall be given via electronic mail to the individual listed as the
Primary Customer Contact on the Order. Notices are deemed received
on the day transmitted, or if that day is not a business day, on the
first business day following the day delivered. Customer may change
his, her or its notice address by a notice given in accordance with
- Force Majeure
JT IMAGES, INC. shall not be in default of any obligation under the
Agreement if the failure to perform the obligation is due to any
event beyond JT IMAGES, INC.’s control, including, without limitation,
significant failure of a portion of the power grid, significant
failure of the Internet, natural disaster, war, riot, insurrection,
epidemic, strikes or other organized labor action, terrorist activity,
or other events of a magnitude or type for which precautions are
not generally taken in the industry.
- Governing Law/Disputes
The Agreement shall be governed by the laws of the State of
New Jersey, exclusive of its choice of law principles, and the laws
of the United States of America, as applicable. The Agreement
shall not be governed by the United Nations Convention on the
International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES
ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE
AND FEDERAL COURTS IN BOONE COUNTY, NEW JERSEY, AND EACH PARTY AGREES
NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS
When you sign up for our service, we will ask you to provide contact information such as your name, address, telephone numbers, e-mail addresses, and payment information such as credit card number and expiration date.
We may ask you to complete user surveys, and to provide certain demographic information, such as age, gender, special interests, etc. You do not have to provide this type of information to use our service if you do not want to.
If you contact us for customer support, we may also ask you for information about your operating system, software and other technical matters.
When you visit our Web site we will capture your IP Address, time of and duration of visit, and time and duration of the pages on our Web site that you view. We may tie this information to the personally identifiable information we have about you.
We will also place a cookie that will identify you to us as a repeat visitor or a customer when you visit our Web site. See “What is a Cookie” below. We may tie this cookie to the personally identifiable information we have about you.
If we send you an e-mail, we may include a marker that will allow to identify e-mail that is opened and viewed.
Use of Personally Identifiable Information
We will use your personally identifiable information only as follows:
We may share aggregate statistical data about our customers with third parties, such as advertisers or suppliers. This aggregate statistical data will not identify you personally.
A “cookie” is an alphanumeric identifier that is unique to your browser. The cookie will identify your browser to us when you visit our web site so that we may customize your visit.
We store your personally identifiable information and payment information in an encrypted database, following all reasonable security practices.
Our service is not available to children under the age of 13, and we will not intentionally maintain information about anyone under the age of 13.
Each party acknowledges and agrees that the other party retains exclusive
ownership and rights in its trademarks, service marks, trade secrets, inventions,
copyrights, and other intellectual property. Neither party may use the other
party’s name or trade mark without the other party’s prior written consent.
The parties intend for their relationship to be that of independent
contractors and not a partnership, joint venture, or employer/employee.
Neither party will represent itself to be agent of the other. Each party
acknowledges that it has no power or authority to bind the other on any
agreement and that it will not represent to any person that it has such
power or authority. This Agreement may be amended only by a formal
written agreement signed by both parties. The terms on Customer’s
purchase order or other business forms are not binding on JT IMAGES, INC.
unless they are expressly incorporated into a formal written agreement
signed by both parties. A party’s failure or delay in enforcing any
provision of the Agreement will not be deemed a waiver of that party’s
rights with respect to that provision or any other provision of the Agreement.
A party’s waiver of any of its right under the Agreement is not a
waiver of any of its other rights with respect to a prior, contemporaneous
or future occurrence, whether similar in nature or not. The captions
in the Agreement are not part of the Agreement, but are for the convenience
of the parties. The following provisions will survive expiration or
termination of the Agreement: Fees, indemnity obligations, provisions
limiting liability and disclaiming warranties, provisions regarding
ownership of intellectual property, these miscellaneous provisions,
and other provisions that by their nature are intended to survive
termination of the Agreement. There are no third party beneficiaries
to the Agreement. Neither insurers nor the customers of resellers
are third party beneficiaries to the Agreement. Customer may not
transfer the Agreement without JT IMAGES, INC.’s prior written consent.
JT IMAGES, INC.’s approval for assignment is contingent on the assignee
meeting JT IMAGES, INC.’s credit approval criteria. JT IMAGES, INC. may
assign the Agreement in whole or in part.
This Agreement together with the Order and AUP constitutes the
complete and exclusive agreement between the parties regarding its
subject matter and supercedes and replace any prior understanding
or communication, written or oral.