Mirror Site Hosting Agreement

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Agreement between a hosting company and a website owner to host the owner's mirror website.

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A mirror site is a website that is a copy of a business or individual’s primary website. The reasons for a mirror site vary from a desire to host the website in another country to handling a sudden influx of traffic to operating as a back up of the original.

This is an agreement between a website owner (the “Customer”) and a separate entity (the “Host”) who will operate and administer a host server for the Customer’s mirror site.

This form is acceptable for use in all states.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Mirror Site Hosting Agreement












This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Mirror Site Hosting Agreement








Instructions and Checklist
Mirror Site Hosting Agreement

   Both the Customer and the Host should review the agreement carefully before signing.  

   The Agreement should be signed no later then when the service is to begin.

   Generally both the Customer and the Host each retain an original signed Agreement; therefore, at least two original copies of the Agreement should be executed (i.e. signed).

   Host should close review any service commitments made within the Agreement to ensure that they correspond with those already practiced.

   Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

   The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com.




General Information
Mirror Site Hosting Agreement

A mirror site is a website that is a copy of a business or individuals primary website. The reasons for a mirror site vary from a desire to host the website in another country to handling a sudden influx of traffic to operating as a back up of the original.

This is an agreement between a website owner (the Customer) and a separate entity (the Host) who will operate and administer a host server for the Customers mirror site.
 


Web site hosting relationships are governed by both federal and state law.  Many of the state laws differ dramatically, therefore both parties should become familiar with the laws of their specific state and the federal government before entering into this type of arrangement.  In addition, before using the form you should always consult with your attorney to ensure that it addresses your specific situation.





DISCLAIMER:

FindLegalForms, Inc. (FLF) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

























INTERNET MIRROR HOSTING AGREEMENT

THIS AGREEMENT, dated ___________________ (Effective Date), is between ___________________________ (Host), and ___________________ (Client).

WHEREAS, Host provides hosting services for mirror websites;

WHEREAS, Client desires Host to provide a hosted mirror site (Mirrored Site) for its developed and functional website (Primary Website), located on the Internet at the URL ___________________ and its developed and functional file transfer protocol (FTP) site (Primary FTP Site), located on the Internet at the URL ___________________;

WHEREAS, Client shall provide to Host the portions, or the entirety, of the Primary Website _______________________________________ and Primary FTP Site in electronic format which it wishes Host to host as a mirror for its Primary Website _______________________________________ and Primary FTP Site; and

WHEREAS, Client shall pay Host a monthly fee for hosting the mirror of Clients website;

NOW THEREFORE, the parties agree as follows:

1. Duties of Parties. 

(a) Host agrees to host the Mirrored Site on a server (Mirror Server) located at Hosts premises. Host will reserve an IP address for use by Client, acquire and set up World Wide Web/FTP server software, set up access accounts for Client and will perform services necessary to maintain on the mirror server a complete copy of all information on Clients main server, accessible through the Internet at the same URL (___________________) as that for the Clients main server. Host will provide any necessary DNS service incident to the mirror server functioning as a backup in the event of an outage of access to the main Mirror Server.

(b) Client will establish a web page with the appropriate software and/or scripts to perform redirection to the mirror server in the event of an outage of access to Clients main server.

2. Mirror Site Hosting Services. 
 [choose: 
(a) Fees and Maximum Data Transmission. Client shall pay _________ a monthly mirror site hosting fee that is commensurate with the amount of data transmitted from the Mirrored Site to the Internet:

Monthly Fee
Maximum Monthly Data Transmission, Gb (Gigabytes)
$__
___ (___)
$__
___ (___)
$__
For each additional ___ (__) Gb above __ Gb
or:
(a) Fees. Client agrees to pay _________ a flat fee of $___________________ for the one-year Term of this Agreement, due and payable in equal monthly installments. Should this Agreement terminate for any reason prior to the end of one year, Client shall owe _________ the full amount of the monthly installment due for the month in which this Agreement is terminated. A one-time set-up fee of $___________________ is due within ____ (___) days of the Effective Date of this Agreement.]

(b) Changing Rates. _________ reserves the right to change the rates as set forth above upon ___ days notice. Client shall pay the appropriate monthly fee, as determined by the above table, in advance, and Client shall be liable to pay the full months fee, even if service is terminated before the end of the month for any reason. If Client fails to pay all outstanding bills more than ___ days after the due date, Client is liable for a $____ administrative surcharge, and Client may have its account suspended. If payment is returned or rejected, Clients account will be suspended and Client agrees to pay a $____ charge. Suspension of its account does not relieve Client from its obligation to pay any and all accrued fees, charges and costs due to the Company. Suspended service may be resumed by _________, at _________s sole discretion, after _________ has received full payment of all amounts due, along with a reconnect charge of $________. Past due amounts are subject to an interest rate charge of ___% per month from the date of invoice, or the maximum rate permitted by law. Client agrees to pay all costs of collection, including attorney fees and collection agency fees.

(c) Storage Space for Mirrored Site. Client shall be allotted a total of ______ megabytes of storage space on _________s storage systems for storage of the Mirrored Site. Client shall pay $_____ to _________ per month for each additional increment of ___ megabytes stored.

(d) Jurisdictional Disputes. The parties expressly recognize that, where _________ is acting solely as a host for the Mirrored Site, _________ is not engaged in, and is not actively soliciting, interstate or international commerce. Where _________ is a named party to any type of dispute or litigation involving any acts by Client that affect out-of-state persons or entities, Client agrees that it shall indemnify, hold _________ harmless, defend _________ and challenge the jurisdiction of out-of-state authorities over _________.

(e) Hit Statistics. 
(i) Monthly Reports. _________ shall issue a monthly report to Client indicating the total number of hits to the Mirrored Website, including records indicating the hits per web page of the Mirrored Site, number of attempted downloads of files.

(ii) Server Logs. Client shall also have the right to review the raw data contained in _________s server logs for any immediately preceding ____ (__) month period, provided that Client pays $___ to $___ per Hour for _________s time required to provide such information to Client.

(f) No Sub-Web pages. _________ expressly agrees that it shall not permit any person or entity that is not affiliated with Client to maintain any Web page within Clients Website.

(g) _________s Duties Regarding Network Connectivity. 
(i) Mirrored Site Storage and Internet Link. _________ shall store the Mirrored Site on _________s Internet server. The parties expressly recognize that Internet servers and links are susceptible to crashes and down time. _________ warrants that it shall maintain a consistent link with the Internet, but _________ cannot and does not warrant that it shall maintain a continuous and uninterrupted link.
(ii) Bandwidth. _________ agrees that it shall maintain a dedicated _____ [choose from: T1 or T3] connection to the Internet, however, _________ does not warrant any response rate or download time.
(iii) Backup. In case of server crashes, power outages, maintenance, service or improvement, _________ shall maintain a backup copy of the Mirrored Site on storage media separate from _________s Internet servers.
(iv) Maintenance. _________ may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of _________s systems. However, _________ shall provide prior notice where it is reasonably practicable under the circumstances, and _________ shall restore service as soon as is reasonably practicable. Client shall not be entitled to any setoff, discount, refund or other credit, in case of any service outage which is beyond _________s control or which is reasonable in duration.
(v) Security. The parties expressly recognize that it is impossible to maintain flawless security, but _________ shall take reasonable steps, including the installation and maintenance of hardware firewall systems, to prevent security breaches in _________s computer systems. Client indemnifies and holds _________ harmless for any compromise of _________s security systems.
(vi) Privacy. Message and data encryption is enabled on _________s servers, however, Client is solely responsible for ensuring that the encoding of the Mirrored Site conforms with generally accepted encryption standards. Client indemnifies and holds _________ harmless for any compromise of Clients encryption method.
(vii) Intellectual Property of Website. Client shall be deemed the author and owner of the entirety of the data and files constituting the Primary Website _______________________________________ the Primary FTP Site, and the Mirrored Site as provided to _________, and all attendant Intellectual Property Rights thereto. _________ agrees that it shall not endeavor to create any derivative work from Clients Intellectual Property nor shall entice nor knowingly allow any third party to do the same.

3. Warranties. 

(a) Client Warranties and Indemnification. Client confirms and warrants that Client is the sole provider of Clients goods or services, that _________ is merely Clients agent for distributing Clients content via the Internet and that _________ is not Clients selling agent, distributor, marketer or other affiliate. Client confirms and warrants that Client shall not offer or sell any goods or services that are illegal in light of the purchasers age, jurisdiction or other circumstance, that infringe any rights of others, or that are defective. Client hereby indemnifies _________, holds it harmless, and agrees to defend _________ against any liability that may arise from Clients provision of any goods or services through _________s Internet facilities.
(b) Warranties of _________. _________ confirms and warrants that it has the right to enter into this Agreement and to grant the rights granted in it. _________ shall, in good faith, comply with the terms of this Agreement.

4. Disclaimers. 

(a) Liability Limitations. The goods and services provided by _________ are provided AS IS, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY _________ TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY _________ WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CLIENT FURTHER AGREES THAT _________ SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF _________ WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENTS WEBSITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, _________s liability is limited to the greatest extent permitted by law.

(b) _________ Not Liable for Delays or Defaults. _________ shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of _________ are due to acts of God or of a public enemy; acts of the United States or any state or political subdivision thereof; fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes; embargoes, epidemics or quarantine restrictions; shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind; delays of supplier or delay of transportation for any reason; or causes beyond the control of _________ in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials. Acceptance of delivery of goods or services shall constitute a waiver and release of _________ by Client for any claim for damages, setoff, discount or other liability on account of delay.

(c) Third Party Transactions at Clients Peril. The parties expressly recognize that _________ does not operate, control or endorse any information, products or services on the Internet, and that any entities that do offer such information, products or services are not affiliated with _________. _________ does not make any express or implied warranties, representations or endorsements TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided through _________ AND OBTAINED OR CONTRACTED OVER the Internet, including, without limitation, warranties of: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. _________ shall not be liable TO CLIENT OR ANY THIRD PARTY for any cost or damage arising either directly or indirectly from any transaction involving third parties information, products or services. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, _________s liability is limited to the greatest extent permitted by law.

(d) Downloading of Data or Files at Clients Peril. The parties expressly recognize that _________ cannot and does not guarantee or warrant that files available for downloading through _________ will be free of infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Client agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Clients particular requirements for accuracy of data input and output, and for maintaining a means external to _________ for the reconstruction of any lost data. The parties also expressly recognize that the Internet contains unedited materials, some of which are unlawful, indecent, or offensive to Client, and access to such materials by Client is done at Clients sole risk.

5. Term and Termination of Agreement. 

(a) Term. This agreement shall have a term of one (1) year from the Effective Date of this Agreement. This Agreement shall automatically renew for an additional term of one (1) year unless either party informs the other party in writing of a desire to terminate at least thirty (30) days prior to the end of the current term.

(b) Termination by _________. 
(1) No Cause. _________ reserves the right to, and Client agrees that _________ may, terminate any and all services to Client for no cause and without any reason upon ___ days notice.
(2) Cause. _________ reserves the right to, and Client agrees that _________ may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. _________ RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.

(c) Termination by Client. Client may terminate this Web Hosting Agreement for any reason upon ___ days notice.

(d) Post-Termination Rights.
(1) Fees Owed to _________. After termination by any party for any reason, _________ shall retain the right to recover all accrued charges due and owing by Client to _________, and Client agrees that it waives any right it may have against _________ to offset fees payable by Client to _________.
(2) Clients Continued Indemnification. Clients indemnification of _________ under this Agreement shall survive any termination of this Agreement.

6. Delegation of Duties. _________ shall not delegate any of its duties under this Agreement to any other person, entity or subcontractor.

7. Confidentiality, Privacy, Security and Non-Competition. 
7.1. Confidentiality, Privacy and Security. 
(a) The parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information (Confidential Information) which is exclusively owned by the conveying party. Both parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of ___ years following the termination or expiration of this Agreement. The parties may, however, disclose Confidential Information only to their employees who need to know Confidential Information in order to assure the parties compliance with the other terms and conditions of this Agreement.

(b) The parties shall not use each others Confidential Information other than as permitted by law, rule, regulation, code provision, policy or procedure, and each party shall use its best efforts to: (i) cause its agents and employees to be informed of and to agree to be bound by applicable data privacy laws, rules, regulations, codes, policies or procedures; and (ii) maintain physical, electronic and procedural safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Confidential Information.

(c) Each party warrants that it shall use all commercially reasonable efforts to ensure that the storage and transmission of Confidential Information and any electronic communications will be secure. Commercially reasonable efforts shall include, but not be limited to: (i) use of user identification and access controls designed to limit access to Confidential Information to permitted users; (ii) industry standard firewalls regulating all data entering the other partys internal data network from any external source, which will enforce secure connections between internal and external systems and will permit only specific types of data to pass through; (iii) industry standard virus protection programs and techniques to prevent harmful software code from entering the other partys internal data network or affecting Confidential Information; (iv) external connections to the World Wide Web (the Internet) will have appropriate security controls including an industry standard intrusion detection and countermeasures system that will detect and terminate any unauthorized activity prior to entering the firewall; and (v) industry standard encryption techniques will be used when Confidential Information is transmitted through the Internet.

(d) On or before signing this Agreement and on an annual basis thereafter, each party shall provide the other party, at no charge, with a copy of the review performed under the _______________________________________ [statute] certification by nationally recognized independent auditors covering the security architecture, systems, procedures and operations provided by the other party and its subcontractors. All costs and expenses associated with each review shall be borne solely by the audited party. Each party shall have the right to audit the other partys system, and the audited party must fully and timely cooperate with the other partys auditing efforts. If one party reasonably determines that the other partys computer security, data privacy, internal controls, or financial stability are inadequate and not susceptible to cure within any reasonable time frame or that an unacceptable risk exists, a party may terminate this Agreement by providing written notice to the other party.

(e) Non-Competition. The parties recognize that each partys Confidential Information may provide specific information relating to their respective industries, and that Confidential Information would unfairly benefit the other party, if they were to engage in that business. _________ agrees that, during the term of this Agreement and for a period of ___ years following the termination or expiration of this Agreement, _________ shall not engage in any business which is closely related to Clients business, and _________ shall not design any Websites for any third parties which are engaged in any business which is closely related to Clients business. Client agrees that, during the term of this Agreement and for a period of __ years following the termination or expiration of this Agreement, Client shall not undertake to design any Websites for any third party.

8. Remedies. The failure of either party to seek relief for the other partys breach of any duty under this Agreement, shall not waive any right of the non-breaching partys to seek relief for any subsequent breach.

9. Arbitration. Any dispute concerning the parties duties under this Agreement which the parties cannot resolve within ___ days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association (AAA) in the County of _________, in the State of ___________, with all expenses being shared equally by the parties. Judgment upon any AAA award may be entered in any court having jurisdiction. Any costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought.

10. Governing Law and Jurisdiction. The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of ____________, and the parties expressly waive its choice of law rules. The parties agree that venue and jurisdiction for any litigation arising out of, related to, or regarding the validity of, this Agreement shall lie in the County of _______________, State of ______________.

11. Notice. All notices must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested. All Notices to _________ shall be addressed and delivered to: ___________________. All Notices to Client shall be addressed and delivered to ___________________. Notices transmitted orally or by electronic means shall be deemed insufficient notice.
12. Entire Agreement. This Agreement and Attachments A and B supersede any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties signatures.

13. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.

14. Insurance. Client agrees to obtain and maintain during the term of this Agreement all insurance coverage necessary to guard against all risks of loss that may arise out of, or relating to, this Agreement, including business interruption insurance.

15. Captions. Captions contained in this Agreement are for reference purposes only, and are not intended by either party to describe, interpret, define, broaden or limit the scope, extent or intent of the Agreement or any of its provisions.

16. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective party.


HOST:

Signed: _____________________________

Printed Name: _______________________ 

Title: ______________________________


CLIENT:

Signed: _____________________________

Printed Name: _______________________ 

Title: ______________________________


Number of Pages12
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43698
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Mirror Site Hosting Agreement












This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Mirror Site Hosting Agreement








Instructions and Checklist
Mirror Site Hosting Agreement

   Both the Customer and the Host should review the agreement carefully before signing.  

   The Agreement should be signed no later then when the service is to begin.

   Generally both the Customer and the Host each retain an original signed Agreement; therefore, at least two original copies of the Agreement should be executed (i.e. signed).

   Host should close review any service commitments made within the Agreement to ensure that they correspond with those already practiced.

   Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

   The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com.




General Information
Mirror Site Hosting Agreement

A mirror site is a website that is a copy of a business or individuals primary website. The reasons for a mirror site vary from a desire to host the website in another country to handling a sudden influx of traffic to operating as a back up of the original.

This is an agreement between a website owner (the Customer) and a separate entity (the Host) who will operate and administer a host server for the Customers mirror site.
 


Web site hosting relationships are governed by both federal and state law.  Many of the state laws differ dramatically, therefore both parties should become familiar with the laws of their specific state and the federal government before entering into this type of arrangement.  In addition, before using the form you should always consult with your attorney to ensure that it addresses your specific situation.





DISCLAIMER:

FindLegalForms, Inc. (FLF) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

























INTERNET MIRROR HOSTING AGREEMENT

THIS AGREEMENT, dated ___________________ (Effective Date), is between ___________________________ (Host), and ___________________ (Client).

WHEREAS, Host provides hosting services for mirror websites;

WHEREAS, Client desires Host to provide a hosted mirror site (Mirrored Site) for its developed and functional website (Primary Website), located on the Internet at the URL ___________________ and its developed and functional file transfer protocol (FTP) site (Primary FTP Site), located on the Internet at the URL ___________________;

WHEREAS, Client shall provide to Host the portions, or the entirety, of the Primary Website _______________________________________ and Primary FTP Site in electronic format which it wishes Host to host as a mirror for its Primary Website _______________________________________ and Primary FTP Site; and

WHEREAS, Client shall pay Host a monthly fee for hosting the mirror of Clients website;

NOW THEREFORE, the parties agree as follows:

1. Duties of Parties. 

(a) Host agrees to host the Mirrored Site on a server (Mirror Server) located at Hosts premises. Host will reserve an IP address for use by Client, acquire and set up World Wide Web/FTP server software, set up access accounts for Client and will perform services necessary to maintain on the mirror server a complete copy of all information on Clients main server, accessible through the Internet at the same URL (___________________) as that for the Clients main server. Host will provide any necessary DNS service incident to the mirror server functioning as a backup in the event of an outage of access to the main Mirror Server.

(b) Client will establish a web page with the appropriate software and/or scripts to perform redirection to the mirror server in the event of an outage of access to Clients main server.

2. Mirror Site Hosting Services. 
 [choose: 
(a) Fees and Maximum Data Transmission. Client shall pay _________ a monthly mirror site hosting fee that is commensurate with the amount of data transmitted from the Mirrored Site to the Internet:

Monthly Fee
Maximum Monthly Data Transmission, Gb (Gigabytes)
$__
___ (___)
$__
___ (___)
$__
For each additional ___ (__) Gb above __ Gb
or:
(a) Fees. Client agrees to pay _________ a flat fee of $___________________ for the one-year Term of this Agreement, due and payable in equal monthly installments. Should this Agreement terminate for any reason prior to the end of one year, Client shall owe _________ the full amount of the monthly installment due for the month in which this Agreement is terminated. A one-time set-up fee of $___________________ is due within ____ (___) days of the Effective Date of this Agreement.]

(b) Changing Rates. _________ reserves the right to change the rates as set forth above upon ___ days notice. Client shall pay the appropriate monthly fee, as determined by the above table, in advance, and Client shall be liable to pay the full months fee, even if service is terminated before the end of the month for any reason. If Client fails to pay all outstanding bills more than ___ days after the due date, Client is liable for a $____ administrative surcharge, and Client may have its account suspended. If payment is returned or rejected, Clients account will be suspended and Client agrees to pay a $____ charge. Suspension of its account does not relieve Client from its obligation to pay any and all accrued fees, charges and costs due to the Company. Suspended service may be resumed by _________, at _________s sole discretion, after _________ has received full payment of all amounts due, along with a reconnect charge of $________. Past due amounts are subject to an interest rate charge of ___% per month from the date of invoice, or the maximum rate permitted by law. Client agrees to pay all costs of collection, including attorney fees and collection agency fees.

(c) Storage Space for Mirrored Site. Client shall be allotted a total of ______ megabytes of storage space on _________s storage systems for storage of the Mirrored Site. Client shall pay $_____ to _________ per month for each additional increment of ___ megabytes stored.

(d) Jurisdictional Disputes. The parties expressly recognize that, where _________ is acting solely as a host for the Mirrored Site, _________ is not engaged in, and is not actively soliciting, interstate or international commerce. Where _________ is a named party to any type of dispute or litigation involving any acts by Client that affect out-of-state persons or entities, Client agrees that it shall indemnify, hold _________ harmless, defend _________ and challenge the jurisdiction of out-of-state authorities over _________.

(e) Hit Statistics. 
(i) Monthly Reports. _________ shall issue a monthly report to Client indicating the total number of hits to the Mirrored Website, including records indicating the hits per web page of the Mirrored Site, number of attempted downloads of files.

(ii) Server Logs. Client shall also have the right to review the raw data contained in _________s server logs for any immediately preceding ____ (__) month period, provided that Client pays $___ to $___ per Hour for _________s time required to provide such information to Client.

(f) No Sub-Web pages. _________ expressly agrees that it shall not permit any person or entity that is not affiliated with Client to maintain any Web page within Clients Website.

(g) _________s Duties Regarding Network Connectivity. 
(i) Mirrored Site Storage and Internet Link. _________ shall store the Mirrored Site on _________s Internet server. The parties expressly recognize that Internet servers and links are susceptible to crashes and down time. _________ warrants that it shall maintain a consistent link with the Internet, but _________ cannot and does not warrant that it shall maintain a continuous and uninterrupted link.
(ii) Bandwidth. _________ agrees that it shall maintain a dedicated _____ [choose from: T1 or T3] connection to the Internet, however, _________ does not warrant any response rate or download time.
(iii) Backup. In case of server crashes, power outages, maintenance, service or improvement, _________ shall maintain a backup copy of the Mirrored Site on storage media separate from _________s Internet servers.
(iv) Maintenance. _________ may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of _________s systems. However, _________ shall provide prior notice where it is reasonably practicable under the circumstances, and _________ shall restore service as soon as is reasonably practicable. Client shall not be entitled to any setoff, discount, refund or other credit, in case of any service outage which is beyond _________s control or which is reasonable in duration.
(v) Security. The parties expressly recognize that it is impossible to maintain flawless security, but _________ shall take reasonable steps, including the installation and maintenance of hardware firewall systems, to prevent security breaches in _________s computer systems. Client indemnifies and holds _________ harmless for any compromise of _________s security systems.
(vi) Privacy. Message and data encryption is enabled on _________s servers, however, Client is solely responsible for ensuring that the encoding of the Mirrored Site conforms with generally accepted encryption standards. Client indemnifies and holds _________ harmless for any compromise of Clients encryption method.
(vii) Intellectual Property of Website. Client shall be deemed the author and owner of the entirety of the data and files constituting the Primary Website _______________________________________ the Primary FTP Site, and the Mirrored Site as provided to _________, and all attendant Intellectual Property Rights thereto. _________ agrees that it shall not endeavor to create any derivative work from Clients Intellectual Property nor shall entice nor knowingly allow any third party to do the same.

3. Warranties. 

(a) Client Warranties and Indemnification. Client confirms and warrants that Client is the sole provider of Clients goods or services, that _________ is merely Clients agent for distributing Clients content via the Internet and that _________ is not Clients selling agent, distributor, marketer or other affiliate. Client confirms and warrants that Client shall not offer or sell any goods or services that are illegal in light of the purchasers age, jurisdiction or other circumstance, that infringe any rights of others, or that are defective. Client hereby indemnifies _________, holds it harmless, and agrees to defend _________ against any liability that may arise from Clients provision of any goods or services through _________s Internet facilities.
(b) Warranties of _________. _________ confirms and warrants that it has the right to enter into this Agreement and to grant the rights granted in it. _________ shall, in good faith, comply with the terms of this Agreement.

4. Disclaimers. 

(a) Liability Limitations. The goods and services provided by _________ are provided AS IS, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY _________ TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY _________ WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CLIENT FURTHER AGREES THAT _________ SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF _________ WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENTS WEBSITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, _________s liability is limited to the greatest extent permitted by law.

(b) _________ Not Liable for Delays or Defaults. _________ shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of _________ are due to acts of God or of a public enemy; acts of the United States or any state or political subdivision thereof; fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes; embargoes, epidemics or quarantine restrictions; shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind; delays of supplier or delay of transportation for any reason; or causes beyond the control of _________ in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials. Acceptance of delivery of goods or services shall constitute a waiver and release of _________ by Client for any claim for damages, setoff, discount or other liability on account of delay.

(c) Third Party Transactions at Clients Peril. The parties expressly recognize that _________ does not operate, control or endorse any information, products or services on the Internet, and that any entities that do offer such information, products or services are not affiliated with _________. _________ does not make any express or implied warranties, representations or endorsements TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided through _________ AND OBTAINED OR CONTRACTED OVER the Internet, including, without limitation, warranties of: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. _________ shall not be liable TO CLIENT OR ANY THIRD PARTY for any cost or damage arising either directly or indirectly from any transaction involving third parties information, products or services. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, _________s liability is limited to the greatest extent permitted by law.

(d) Downloading of Data or Files at Clients Peril. The parties expressly recognize that _________ cannot and does not guarantee or warrant that files available for downloading through _________ will be free of infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Client agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Clients particular requirements for accuracy of data input and output, and for maintaining a means external to _________ for the reconstruction of any lost data. The parties also expressly recognize that the Internet contains unedited materials, some of which are unlawful, indecent, or offensive to Client, and access to such materials by Client is done at Clients sole risk.

5. Term and Termination of Agreement. 

(a) Term. This agreement shall have a term of one (1) year from the Effective Date of this Agreement. This Agreement shall automatically renew for an additional term of one (1) year unless either party informs the other party in writing of a desire to terminate at least thirty (30) days prior to the end of the current term.

(b) Termination by _________. 
(1) No Cause. _________ reserves the right to, and Client agrees that _________ may, terminate any and all services to Client for no cause and without any reason upon ___ days notice.
(2) Cause. _________ reserves the right to, and Client agrees that _________ may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. _________ RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.

(c) Termination by Client. Client may terminate this Web Hosting Agreement for any reason upon ___ days notice.

(d) Post-Termination Rights.
(1) Fees Owed to _________. After termination by any party for any reason, _________ shall retain the right to recover all accrued charges due and owing by Client to _________, and Client agrees that it waives any right it may have against _________ to offset fees payable by Client to _________.
(2) Clients Continued Indemnification. Clients indemnification of _________ under this Agreement shall survive any termination of this Agreement.

6. Delegation of Duties. _________ shall not delegate any of its duties under this Agreement to any other person, entity or subcontractor.

7. Confidentiality, Privacy, Security and Non-Competition. 
7.1. Confidentiality, Privacy and Security. 
(a) The parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information (Confidential Information) which is exclusively owned by the conveying party. Both parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of ___ years following the termination or expiration of this Agreement. The parties may, however, disclose Confidential Information only to their employees who need to know Confidential Information in order to assure the parties compliance with the other terms and conditions of this Agreement.

(b) The parties shall not use each others Confidential Information other than as permitted by law, rule, regulation, code provision, policy or procedure, and each party shall use its best efforts to: (i) cause its agents and employees to be informed of and to agree to be bound by applicable data privacy laws, rules, regulations, codes, policies or procedures; and (ii) maintain physical, electronic and procedural safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Confidential Information.

(c) Each party warrants that it shall use all commercially reasonable efforts to ensure that the storage and transmission of Confidential Information and any electronic communications will be secure. Commercially reasonable efforts shall include, but not be limited to: (i) use of user identification and access controls designed to limit access to Confidential Information to permitted users; (ii) industry standard firewalls regulating all data entering the other partys internal data network from any external source, which will enforce secure connections between internal and external systems and will permit only specific types of data to pass through; (iii) industry standard virus protection programs and techniques to prevent harmful software code from entering the other partys internal data network or affecting Confidential Information; (iv) external connections to the World Wide Web (the Internet) will have appropriate security controls including an industry standard intrusion detection and countermeasures system that will detect and terminate any unauthorized activity prior to entering the firewall; and (v) industry standard encryption techniques will be used when Confidential Information is transmitted through the Internet.

(d) On or before signing this Agreement and on an annual basis thereafter, each party shall provide the other party, at no charge, with a copy of the review performed under the _______________________________________ [statute] certification by nationally recognized independent auditors covering the security architecture, systems, procedures and operations provided by the other party and its subcontractors. All costs and expenses associated with each review shall be borne solely by the audited party. Each party shall have the right to audit the other partys system, and the audited party must fully and timely cooperate with the other partys auditing efforts. If one party reasonably determines that the other partys computer security, data privacy, internal controls, or financial stability are inadequate and not susceptible to cure within any reasonable time frame or that an unacceptable risk exists, a party may terminate this Agreement by providing written notice to the other party.

(e) Non-Competition. The parties recognize that each partys Confidential Information may provide specific information relating to their respective industries, and that Confidential Information would unfairly benefit the other party, if they were to engage in that business. _________ agrees that, during the term of this Agreement and for a period of ___ years following the termination or expiration of this Agreement, _________ shall not engage in any business which is closely related to Clients business, and _________ shall not design any Websites for any third parties which are engaged in any business which is closely related to Clients business. Client agrees that, during the term of this Agreement and for a period of __ years following the termination or expiration of this Agreement, Client shall not undertake to design any Websites for any third party.

8. Remedies. The failure of either party to seek relief for the other partys breach of any duty under this Agreement, shall not waive any right of the non-breaching partys to seek relief for any subsequent breach.

9. Arbitration. Any dispute concerning the parties duties under this Agreement which the parties cannot resolve within ___ days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association (AAA) in the County of _________, in the State of ___________, with all expenses being shared equally by the parties. Judgment upon any AAA award may be entered in any court having jurisdiction. Any costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought.

10. Governing Law and Jurisdiction. The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of ____________, and the parties expressly waive its choice of law rules. The parties agree that venue and jurisdiction for any litigation arising out of, related to, or regarding the validity of, this Agreement shall lie in the County of _______________, State of ______________.

11. Notice. All notices must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested. All Notices to _________ shall be addressed and delivered to: ___________________. All Notices to Client shall be addressed and delivered to ___________________. Notices transmitted orally or by electronic means shall be deemed insufficient notice.
12. Entire Agreement. This Agreement and Attachments A and B supersede any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties signatures.

13. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.

14. Insurance. Client agrees to obtain and maintain during the term of this Agreement all insurance coverage necessary to guard against all risks of loss that may arise out of, or relating to, this Agreement, including business interruption insurance.

15. Captions. Captions contained in this Agreement are for reference purposes only, and are not intended by either party to describe, interpret, define, broaden or limit the scope, extent or intent of the Agreement or any of its provisions.

16. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective party.


HOST:

Signed: _____________________________

Printed Name: _______________________ 

Title: ______________________________


CLIENT:

Signed: _____________________________

Printed Name: _______________________ 

Title: ______________________________


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