Bay State Internet Services
Web Hosting Agreement

THIS MEMORANDUM OF UNDERSTANDING is made on this __day of __, 200_, between __(your company__ (hereafter referred to as "Client") and Bay State Internet Services (hereafter referred to as "Company").

The purpose of this Memorandum of Understanding (hereafter referred to as the "Understanding") is to precede a longer-term contract arrangement under which "Company" will provide Web Hosting services on behalf of Client.

As a service, the standard Web Hosting agreement with "Company" is provided below.

  1. Subject to the terms and conditions of this agreement, "Company" will provide Web Hosting services for the "Client" subject to the following terms:

    1. Length of service.
      Client agrees to an initial contractual service term of ___ months ("Term"). The length of contract required is based on the type of service desired by the "Client" and shall be determined solely by "Company"

    2. Service start date .
      The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon "Company" receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.

    3. Renewal by "Client" .
      This agreement will automatically renew for successive ___ month Terms unless canceled in writing by "Client" at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by "Client" indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to client's account.

  3. End User pricing and Web Hosting Compensation is outlined on "schedule A", attached, and is subject to change at the sole discretion of "Company"

  4. Terms of payment are C.O.D. unless credit approval has been granted by "Company". If credit approval has been granted, credit terms are net 7 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.

  5. Proprietary information exchanged here under shall be treated as such by the Client. This information shall include, but not be limited to, the provisions of this agreement, product and services information and pricing. The "Client" further agrees to not decompose, disassemble, decode or reverse engineer any "Company" program, code or technology delivered to the "Client" or any portion thereof.

  6. "Company" will exercise no control whatsoever over the content of the information passing through the network, email or website.

  7. "Company" makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. "Company" also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of "Company" is at the Client's own risk, and "Company" specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. "Company" does not represent guarantees of speed or availability of end-to-end connections. "Company" expressly limits its damages to the "Client" for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. "Company" specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

  8. Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

  9. The "Client" may not assign or transfer this agreement, in whole or in part without the prior written consent of "Company". In the event that the "Client" contemplates whole or partial sale of it's business, ownership change, or change in jurisdiction, the "Client" shall notify "Company" by mail, facsimile or e-mail no less than 60 days prior to the effective date of the event.

  10. Termination: "Company" may terminate this agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the agreement upon receipt of written notice from "Company" of said failure, 2) appointment of Receiver or upon the filing of any application by the "Client" seeking relief from creditors, 3) upon mutual agreement in writing of "Company" and Client.

  11. Disputes: If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

  12. Indemnification: The "Client" shall indemnify and hold "Company" harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against "Company" directly or indirectly arising from or in connection with Client's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this agreement by the Client.

  13. General: If any provision of this agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising here under shall be governed by the laws of Texas. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this agreement shall not operate as a waiver of any such right or power.

  14. Customer agrees to pay a one-time setup fee of $____

  15. Customer agrees to pay a hosting fee of $_________ for a period of ___ months of web site hosting services.

  16. Customer agrees to TOS/AUP listed at http://www.baystateservices.com/policies/tos.html and http://www.baystateservices.com/policies/aup.html

EXECUTED as of the date first written above.

CLIENT By: ________________________________
Title: _______________________________
Company Name: ________________________
Date signed: _________________________