Imaging Options, Inc.
Hosting Agreement
1.	Definitions.
1.1	Customer means the persons, entity or agents and authorized representatives accepting this agreement.
1.2	Content means all text, pictures, sound, graphics, video, links, and other data stored by Customer on server computers owned or leased by Imaging Options, Inc.
1.3	Website means pages presenting the Content stored by Customer on server computers owned or leased by Imaging Options, Inc.
1.4	User means users of Customer's Website.
1.5	User Content means all text, pictures, sound, graphics, video, links, and other data stored by Users on server computers owned or leased by Imaging Options, Inc.
1.6	Confidential Information means information that Customer takes reasonable steps to maintain in confidence and identifies in writing to Imaging Options, Inc. as confidential.
2.	Web Hosting.
2.1	Hosting. Imaging Options, Inc. will provide dedicated or shared server computers with an Internet address for storage and access of Content, User Content, and the Website. Imaging Options, Inc. will provide bandwidth and storage. If Customer requires additional bandwidth or storage to that provided, Imaging Options, Inc. will negotiate in good faith to amend this Agreement unless server computers leased or owned by Imaging Options, Inc. cannot accommodate the requested bandwidth or storage.
2.2	Website Backup. Imaging Options, Inc. will copy the Website to an appropriate backup medium in a commercially reasonable manner. However, Imaging Options, Inc. is not responsible for lost Content or lost User Content. Website backups will be stored by Imaging Options, Inc. for no longer than 30 days. Imaging Options, Inc. will provide, at Customer's expense, an electronic copy of the backup Website to Customer upon written request by Customer. Backups are intended for disaster recovery, not the restoration of individual files.
2.3	Server Logs. As requested by Customer, Imaging Options, Inc. will deliver to Customer in electronic form the Server Log of Website activity. Customer will be entitled to one month of log storage free of charge. Imaging Options, Inc. may, at its option, charge a fee to Customer for additional space required to store oversized logs.
2.4	Standards. Services provided by Imaging Options, Inc. will conform to the following:
2.4.1	Availability of Website. Imaging Options, Inc. will provide hosting services for the Website that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput.
2.4.2	Security. Imaging Options, Inc. will take commercially reasonable steps to prevent unauthorized access to the Website, Content, User Content, and Confidential Information stored on Imaging Options, Inc.?s server computers.
2.4.3	Server/Network Computer Outages. Imaging Options, Inc. will employ best efforts in providing advance notice to Customer of scheduled server computer/network outages.
2.4.4	Disclaimers. Imaging Options, Inc. provides no equipment, software, or communication connections to Customer. Imaging Options, Inc. makes no representations, warranties or assurances that the Customer's equipment, software, and communication connections will be compatible with Imaging Options, Inc.?s hardware and service.
3	Ownership of Content
	All Content and User Content stored by Customer on Imaging Options, Inc.?s server computers shall at all times remain the property of Customer. Customer grants to Imaging Options, Inc. a non-exclusive, worldwide license to the Content and User Content only to the extent necessary for Imaging Options, Inc. to host the Website.
4	Content Control
4.1	Lawful Purpose. Customer will only use Imaging Options, Inc.?s hardware and services for lawful purposes and Customer will not store or provide any Content or User Content or link to any material that violates foreign, federal, state or local law, Imaging Options, Inc.?s posted Acceptable Use Policy, Copyright Policy, or any other Imaging Options, Inc. policy.
4.2	Remedy for Violation. Should Imaging Options, Inc. become aware that Customer has violated Part 4.1, Imaging Options, Inc. may, at its option, remove the Content or User Content in violation, immediately terminate hosting Customer's Website under Part 6.3, and/or notify authorities. If hosting is terminated, Imaging Options, Inc. may, in its sole discretion, reinstate hosting upon adequate showing of Customer's right to use the Content or User Content.
5.	Payments
5.1	Fees. Customer shall pay fees agreed upon during account signup. Imaging Options, Inc. will invoice monthly (unless otherwise agreed in writing), and payment is due upon receipt of invoice. In the case of credit card payments Imaging Options, Inc. will automatically charge Customer Credit Card on file all fees associated with the account on the due date. Imaging Options, Inc. may, at its option, charge a 10% fee for payments received more than 14 days after the date of the invoice.
5.2	Returns. Returned Checks and Declined Credit Cards may incur a fee.
5.3	Account Updates. It is the responsibility of the customer to maintain accurate billing information with Imaging Options, Inc. This may include updated credit card information, email address and mailing address.
5.4	Taxes. Customer is solely liable for any taxes or fees payable for products or services sold by Customer on Customer's Website.
6.	Term and Termination
6.1	Term. The initial term is agreed upon during account signup. After the initial term, this Agreement will automatically renew on a month-to-month basis until terminated.
6.2	Termination by Customer. During the initial term, Customer may terminate this Agreement upon the material breach of Imaging Options, Inc., if such material breach remains uncured for thirty (30) days following written notice to Imaging Options, Inc.. This cure period shall be extended by delay caused by events beyond the control of Imaging Options, Inc. including, but not limited to, natural disasters, governmental prohibitions or regulations, viruses that did not result from the acts or omissions of Imaging Options, Inc., or technical faults of Imaging Options, Inc.?s service providers or vendors. After the initial term, Customer may terminate this Agreement upon fourteen (14) days written notice to Imaging Options, Inc..
6.2	Termination by Imaging Options, Inc. Imaging Options, Inc. may immediately terminate this Agreement for cause at any time without penalty. Causes justifying immediate termination include, but are not limited to: violation of any foreign, federal, state, or local law; non-payment of fees due under Part 5 of this Agreement; breach of this Agreement; violation of the Acceptible Use Policy found at http://www.imagingoptions.com/hosting/acceptableusepolicy.htm, and any written modifications thereof; and violation of any other Imaging Options, Inc. policy. Imaging Options, Inc. may terminate this Agreement without cause at any time upon thirty (30) days written notice to Customer.
7.	DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IMAGING OPTIONS, INC., AND ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE, MAKE NO WARRANTY IN CONNECTION WITH WEB REFINEMENTS HARDWARE OR SERVICES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INGRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8.	LIMITATION OF LIABILITY. IMAGING OPTIONS, INC. ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE WEB REFINEMENTS HARDWARE OR SERVICES. CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY SHALL BE RETURN OR REDUCTION OF FEES PAYABLE TO IMAGING OPTIONS, INC.
9.	Customer Indemnity. Customer shall defend Imaging Options, Inc. against any third party claim, action, suit or proceeding arising as a result of Customer's use Imaging Options, Inc.?s hardware or services and indemnify Imaging Options, Inc. for all losses, damages, expenses, and costs incurred by Imaging Options, Inc. as a result of a final judgment entered against Imaging Options, Inc. in any such claim, action, suit or proceeding.
10.	General Provisions.
10.1	Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California. Both parties agree to submit to personal jurisdiction in Ventura County, California, and further agree that any cause of action or dispute arising under this Agreement will be litigated or arbitrated in Ventura County, California, United States of America.
10.2	Severability and Waiver. If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
10.3	Relationship of Parties. No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party.
10.4	Attorneys Fees and Costs. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys' fees, expert witness fees and legal expenses as may be fixed by a court of competent jurisdiction.
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