Web Hosting Services Agreement
Provider: Simple Is Good Inc ("Provider," "we," "us," or "our")
Client: The individual or entity utilizing our hosting services ("Client," "you," or "your")
1. Services Provision
1.1 Hosting Services
Provider will furnish server space, bandwidth, and related hosting infrastructure to support Client's web-facing content. All services are provided on an "as-is" and "as-available" basis.
1.2 Backup Services
Provider conducts routine nightly backups as a courtesy service for disaster recovery purposes. These backups are not guaranteed and do not constitute a data protection service. Client remains solely responsible for maintaining independent backups of all data and content.
1.3 Security Measures
Provider implements commercially reasonable security measures including firewalling, DDoS protection, malware scanning, uptime monitoring, and bot attack mitigation. However, Provider makes no warranties regarding the effectiveness of these measures and explicitly disclaims any guarantee of absolute security or immunity from online threats.
2. Client Responsibilities and Acceptable Use
2.1 Content Compliance
Client warrants that all hosted content:
- Complies with all applicable laws and regulations
- Does not infringe upon intellectual property rights of any third party
- Does not violate any privacy rights or data protection laws
- Adheres to anti-spam laws and responsible marketing practices
- Does not contain malicious code, viruses, or harmful components
2.2 Prohibited Uses
Client may not use the services for:
- Illegal activities or content that promotes illegal activities
- Distribution of copyrighted material without authorization
- Harassment, defamation, or threatening communications
- Phishing, fraud, or other deceptive practices
- Resource-intensive applications that negatively impact server performance
- Any activity that violates the rights of others
2.3 Account Security
Client is responsible for maintaining the confidentiality of account credentials and for all activities occurring under their account.
3. Content Monitoring and Safe Harbor Protections
3.1 No Monitoring Obligation
Provider has no obligation to monitor, screen, or review Client's content or use of the services. Any monitoring performed by Provider is done at Provider's sole discretion for technical, security, or legal compliance purposes.
3.2 Safe Harbor Status
Provider operates as a service provider under applicable safe harbor provisions, including the Digital Millennium Copyright Act (DMCA). Provider does not control, edit, or actively monitor user content and acts solely as a conduit for information.
3.3 Content Removal
Provider reserves the right, but assumes no obligation, to remove or disable access to any content that:
- Violates this Agreement
- Is subject to a valid legal notice or court order
- Provider reasonably believes may create liability or harm to Provider or others
- Violates applicable laws or regulations
3.4 DMCA Compliance
Provider maintains a DMCA policy for copyright infringement claims. Upon receipt of proper DMCA notices, Provider will expeditiously remove or disable access to allegedly infringing material and may terminate accounts of repeat infringers.
4. Limitation of Liability
4.1 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4.2 Limitation of Damages
IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 Cap on Liability
Provider's total liability for any claims arising out of this Agreement shall not exceed the amount paid by Client to Provider in the twelve (12) months preceding the claim.
4.4 Service Interruptions
Provider shall not be liable for service interruptions, downtime, or performance issues. Client's sole remedy for service downtime shall be service credits as determined by Provider in its sole discretion.
4.5 Security Incidents
Provider shall not be liable for any security breaches, data loss, unauthorized access, or other cybersecurity incidents. Client acknowledges the inherent risks of internet-based services and agrees to implement appropriate security measures for their own data and systems.
5. Indemnification
5.1 Client Indemnification
Client agrees to defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:
- Client's use of the services
- Client's content or data
- Client's violation of this Agreement
- Client's violation of any law or regulation
- Any third-party claims related to Client's content or activities
- Any intellectual property infringement claims
- Any privacy or data protection violations
- Any regulatory violations or fines
5.2 Process
Provider will promptly notify Client of any claim subject to indemnification and will cooperate in the defense. Client may not settle any claim without Provider's prior written consent.
6. Privacy and Data Protection
6.1 Data Processing
Provider may collect and process certain data in connection with providing the services, including technical logs, usage data, and account information. Provider will handle such data in accordance with applicable privacy laws and its Privacy Policy.
6.2 Data Location
Data may be stored and processed in Canada or other jurisdictions where Provider or its subcontractors maintain facilities. Client consents to such cross-border transfers.
6.3 Data Security
Provider implements reasonable technical and organizational measures to protect data, but cannot guarantee absolute security. Client remains responsible for the security and backup of their own data.
7. Force Majeure
Provider shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet outages, cyber attacks, or failure of third-party services.
8. Abuse and Legal Compliance
8.1 Abuse Reports
Provider maintains procedures for handling abuse complaints and legal notices. Client agrees to cooperate with investigations and may be required to provide information or take corrective action.
8.2 Law Enforcement
Provider may disclose Client information or content when required by law, court order, or to protect Provider's rights and interests.
8.3 Emergency Actions
Provider may take immediate action, including service suspension, when necessary to prevent harm, comply with legal requirements, or protect Provider's systems and other clients.
9. Intellectual Property
9.1 Client Content
Client retains ownership of their content but grants Provider a limited license to host, store, and transmit such content as necessary to provide the services.
9.2 Provider Property
Provider retains all rights to its infrastructure, software, and proprietary technologies. This Agreement grants no rights to Provider's intellectual property except as necessary to use the services.
9.3 Third-Party Rights
Client warrants that their use of the services does not infringe upon any third-party intellectual property rights, including patents, trademarks, copyrights, or trade secrets.
10. Term, Renewal, and Termination
10.1 Term
This Agreement commences upon service activation and continues for an initial one-year term, automatically renewing for successive one-year periods unless terminated.
10.2 Termination for Convenience
Either party may terminate this Agreement with thirty (30) days' written notice prior to the end of any term. No refunds will be provided for prepaid fees.
10.3 Termination for Breach
Provider may immediately terminate this Agreement and suspend services if Client breaches any provision, including non-payment after thirty (30) days' notice.
10.4 Effect of Termination
Upon termination, Provider may delete all Client data and content. Client is responsible for retrieving their data before termination. Provisions regarding limitation of liability, indemnification, and intellectual property shall survive termination.
11. Service Modifications
Provider reserves the right to modify, suspend, or discontinue any services with thirty (30) days' notice. Provider shall not be liable for any consequences resulting from such changes.
12. General Provisions
12.1 Governing Law
This Agreement is governed by the laws of Ontario, Canada, without regard to conflict of law principles.
12.2 Jurisdiction
Any disputes shall be resolved exclusively in the courts of Oshawa, Ontario, Canada.
12.3 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.
12.4 Amendments
This Agreement may only be modified by written agreement signed by both parties, except that Provider may update these terms with thirty (30) days' notice for operational or legal compliance reasons.
12.5 Severability
If any provision is deemed unenforceable, the remainder of the Agreement shall remain in full force and effect.
12.6 Assignment
Client may not assign this Agreement without Provider's written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of assets.
By using Provider's services, Client acknowledges having read, understood, and agreed to be bound by this Agreement.