Hosting Service Agreement

1. Hosting Service Agreement

Welcome to Digital Space Marketing (“DSM”). These Hosting Terms and Conditions (“Agreement”) govern the hosting services (“Services”) provided by DSM to its clients (“Client”).

By using our Services, you agree to be bound by this Agreement.

2. Services Provided

DSM offers hosting services for WordPress websites through a third-party service provider. DSM reserves the right to choose this provider as it best sees fit. Any monthly development hours included in your hosting package do not roll over to the following month. Clients have the option to host their websites with DSM or migrate their websites to another hosting provider. Costs for migration are paid for by Clients and should be agreed upon by all parties before doing so.

3. Fees and Payment

3.1. Billing: Hosting fees are billed monthly or annually.

3.2. Late Payments and Termination of Services: DSM reserves the right to suspend or terminate hosting services, which includes taking the website offline and removing access, for accounts that have overdue or unpaid invoices. During this period, your website will be unavailable to visitors, which will significantly affect its indexing by search engines and could lead to a loss of rankings as search engine crawlers will find it inaccessible. Furthermore, you grant us the right to withhold all access to the website until all outstanding invoices have been paid in full. Once overdue payments are settled, full access to your website will be restored.

If a Client owes DSM for other services, DSM may take down the hosted website until the outstanding invoices are paid even if the client has been paying their hosting invoices. To reinstate a taken-down website, DSM charges $250 per hour or a $950 flat fee, whichever is greater. DSM will not send files to the Client until all outstanding invoices are paid in full, including fees for hosting, marketing, consulting, and video production. A retainer may be requested by DSM in order to do so. DSM would then bill against that retainer and provide any leftover funds back to the Client once the website is migrated. Additionally, In the event payment is not made within 15 days, Digital Space Marketing will charge a late payment fee of 5% per month on any overdue and unpaid balance, to cover the manpower, interest, and other costs Digital Space Marketing pays for carrying overdue invoices from Client.

3.3. Collection Costs: In addition to the interests on the unpaid balance, Client agrees to reimburse DSM for legal fees, costs, and/or disbursements in an effort to collect their invoices.

3.4. Price Changes: DSM reserves the right to change the fees for hosting services with a 30-day notice to the Client. The recurring invoices will be automatically updated unless the Client notifies DSM in writing that they will migrate the website elsewhere before the 30-day price increase is effective. DSM charges $250 per hour or a $950 flat fee, whichever is greater to assist with migration or add users for a Client choosing to host elsewhere. A retainer may be requested by DSM in order to do so. DSM would then bill against that retainer and provide any leftover funds back to the Client once the website is migrated.

4. Term and Termination

4.1. Term: This Agreement shall commence on the date of acceptance and continue until terminated by either party.

4.2. Termination by Client: The Client may terminate this Agreement by providing a 30-day written notice to DSM. Upon written notice, the website must be migrated before the next billing cycle, or the next invoice will need to be paid accordingly.

4.3. Termination by DSM: DSM may terminate this Agreement at any time, with or without cause, by providing a 30-day written notice to the Client.

5. Client Responsibilities

5.1. Content Management: The Client is responsible for the content and data hosted on their website. The Client has the right and responsibility to check all the content on the website. Anything that is “live” on the internet is presumed to be checked by the Client. “Live” on the internet is defined as existing on the internet and accessible.

5.2. Compliance with Laws: The Client agrees to comply with all applicable laws and regulations. This includes but is not limited to state, federal, international, and specific regulations in their industry. It is impossible for DSM to understand the nature of the company’s industry from a website compliance perspective and thus is the sole responsibility of the Client. DSM can and will make changes to the website for this purpose as requested by the Client. The Client waives their rights to sue or take action against DSM for anything misleading, prejudicial, illegal, and more.

5.3. Accessibility: The Client is responsible for ensuring their website complies with accessibility standards and regulations. The Client waives all rights to holding DSM accountable for any related lawsuits. DSM is not liable for any claims related to website accessibility. Because of the nature of websites, it is extremely difficult to make everything on a website completely accessible to internet users with disabilities. DSM does not claim that the website is accessible to all internet users with disabilities and does not claim that the website was built with specific WCAG requirements or within any other website accessibility recommendations by such authorities. It is suggested that all Clients consult with an attorney and specialist on this topic.

5.4. Image and Content Rights: The Client is responsible for ensuring that all images, graphics, and other content provided to DSM for use on the website do not infringe on any third-party copyrights, trademarks, or other intellectual property rights. The Client agrees to indemnify, defend, and hold harmless DSM from any claims, damages, or expenses arising from the use of such images and content.

6. DSM Responsibilities

6.1. Hosting Environment: DSM manages the website through a third-party host, including updating plugins, ensuring website functionality, and renewing SSL (Secure Socket Layer) certificates. By using DSM’s hosting services, the Client accepts the terms and conditions of the third-party host automatically. DSM constantly monitors performance, functionality, and security of these providers thus DSM reserves the right to change companies accordingly.

6.2. Shared Servers: Most Clients will be hosted on shared servers meaning there are other websites on the servers. A few Clients may have their own dedicated servers if approved by DSM. Additional pricing structures and terms may apply to dedicated servers.

7. Data Usage

7.1. Data Collection and Use: By hosting with DSM, the Client acknowledges and agrees that DSM may collect and use data from the hosted websites, including but not limited to traffic data, usage statistics, content, and user interactions. This data may be used anonymously to improve DSM’s services, develop new products, and offer enhanced features to the Client and other customers.

7.2. AI and Product Development: DSM reserves the right to analyze and utilize the collected data to develop and enhance AI-driven products and services. This includes but is not limited to, personalized marketing strategies, predictive analytics, automated content creation, and other innovative solutions that leverage artificial intelligence and machine learning.

7.3. Data Privacy and Anonymization: While using Client data, DSM commits to maintaining data privacy and confidentiality. Any data used for product development or other purposes will be anonymized to ensure that individual users cannot be identified, unless specific consent is obtained from the Client.

7.4. Client Benefits: Clients may benefit from DSM’s use of their data through improved service offerings, personalized recommendations, and access to new AI-driven tools and features. DSM will strive to provide Clients with insights and reports derived from the data to help them achieve their business goals.

7.5. Opt-Out Option: Clients have the option to opt-out of DSM’s data usage for AI and product development purposes by providing written notice to DSM. However, opting out may limit the Client’s access to certain advanced features and improvements that rely on data analysis.

7.6. Data Ownership: The Client retains ownership of their data. However, by using DSM’s hosting services, the Client grants DSM a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the data in connection with the development, improvement, and marketing of DSM’s products and services.

7.7. Intellectual Property: Any products, services, or intellectual property created by DSM using the Client’s data shall remain the exclusive property of DSM. The Client acknowledges that their data’s use in developing these products does not confer any ownership rights to the Client over the resulting intellectual property.

7.8. Third-Party Sharing: DSM may share anonymized and aggregated data with trusted third parties for the purpose of enhancing its products and services. These third parties are required to comply with DSM’s data privacy and security standards.

7.9. Google Tag Manager and Third-Party Integrations: Many of the hosted websites include Google Tag Manager and similar tools, which share information with Google and other companies on the internet. By using DSM’s hosting services, the Client agrees to this sharing of information and accepts that DSM is not responsible for the privacy practices or content of these third-party providers. The Client must ensure compliance with all applicable privacy laws and obtain necessary consents from their users for such data sharing.

7.10. Compliance with Laws: Clients are responsible for ensuring their own compliance with data protection laws, including obtaining necessary consents from their users.

By using DSM’s hosting services, the Client acknowledges and agrees to these terms regarding data usage and grants DSM the rights specified herein.

8. Security and Data Protection

8.1. Security Measures: DSM will implement industry-standard security measures to protect the hosted websites and data from unauthorized access, use, or disclosure. However, DSM cannot guarantee absolute security and will not be liable for any breaches.

8.2. Client Responsibilities: The Client is responsible for maintaining the confidentiality of their account credentials and ensuring the security of their own systems and data. The Client agrees to indemnify, defend, and hold harmless DSM from any claims, damages, or expenses arising from a security breach due to Client’s negligence, actions, or lack of actions regarding its own credentials.

8.3. Data Breach: In the event of a data breach, DSM will take reasonable steps to mitigate the effects and prevent further unauthorized access.

9. Backup and Data Recovery

9.1. Regular Backups: DSM will perform regular backups of the hosted websites to ensure data can be restored in the event of data loss or corruption.

9.2. Data Recovery: In case of data loss, DSM will use its best efforts to restore the data from the most recent backup. However, DSM cannot guarantee full data recovery and is not liable for any data loss.

10. Service Level Agreement (SLA)

10.1. Uptime Guarantee: DSM does its best to guarantee uptime for the hosted websites. Scheduled maintenance and unavoidable downtimes due to factors beyond DSM’s control are excluded from this guarantee.

10.2. Support: DSM will provide technical support to the Client during business hours. Support requests can be made via email or phone, and DSM will respond within a reasonable time frame.

11. Dispute Resolution

11.1. Negotiation: In the event of a dispute, the parties agree to first attempt to resolve the dispute through good-faith negotiations.

12. Force Majeure

12.1. Definition: Neither party shall be liable for any failure or delay in performing their obligations under this Agreement due to causes beyond their reasonable control, including natural disasters, acts of war, terrorism, labor disputes, governmental actions, and internet service provider failures.

13. Limitation of Liability

13.1. No Warranties: DSM provides the hosting services “as is” without any warranties, express or implied.

13.2. Liability Cap: DSM’s total liability to the Client for any claim arising out of or relating to this Agreement shall not exceed the amount paid by the Client for the hosting services in the 12 months preceding the claim.

13.3. Indemnification: The Client agrees to indemnify and hold harmless DSM, its employees, and agents from any claims, damages, or expenses arising out of the Client’s use of the hosting services, including any issues related to website accessibility or any other legal claims.

14. Amendments

DSM reserves the right to modify this Agreement at any time. Changes will be effective upon posting on DSM’s website. It is the responsibility of the Client to stay up to date with these changes. The Client’s continued use of the hosting services constitutes acceptance of the amended terms.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Seminole County, Florida, without regard to its conflict of laws principles.

16. Miscellaneous

16.1. Entire Agreement: This Agreement constitutes the entire agreement between DSM and the Client regarding the hosting services and supersedes all prior agreements and understandings.

16.2. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.

16.3. Notices: Any notices required or permitted under this Agreement shall be posted on DSM’s website, delivered via email, and included as a link in the Client’s invoices.

By using DSM’s hosting services, the Client acknowledges and agrees to these Hosting Terms and Conditions.