The following describes the service OGO Sense will provide to OGO Sense clients for the hosting and maintenance of their web site.
Client authorizes OGO Sense to host and maintain client’s web site on OGO Sense’s web hosting servers.
OGO Sense currently provides the services to the clients for a monthly fee. OGO Sense will host client’s web site on OGO Sense's servers, provided, however, client abides by the terms and conditions set forth herein and in each of OGO Sense’s policies and procedures.
Client understands that all web hosting will be provided on OGO Sense web hosting server to ensure better Joomla hosting, maintenance, data security and backups. Additionally client will be responsible for updating web site content: basic images, links, text and meta data (content titles and descriptions).
Client is aware that web site software updates are mandatory, for security reasons, whether live (released ) or still in development. If client is using the Regular Maintenance Plan, the updates are included in the monthly fee. If client explicitly indicates that web site software updates are not desired, it is in direct breach with this contract, therefore it will be terminated. Client agrees to make arrangements to relocate the web site to a third-party hosting.
Web sites developed by OGO Sense have a maximum lifetime span of 3 years before being migrated to a newer CMS version.
Migrations are mandatory, for security and functional reasons. The cost of migration is not covered in any of the maintenance plans, and it will be charged by the current hourly rate. If the client indicates that the site migration is not desired or needed, the client is in the breach of the terms of agreement and client agrees to make alternative arrangements to relocate the web site to a third-party hosting where higher security risk and functionally buggy website operation is allowed.
The client agrees that all their content is the sole responsibility of client. OGO Sense reserves the right, but shall have no obligation, to pre-screen, refuse or move any inappropriate client’s content available at their web site.
OGO Sense will provide a Super Administrator account to client, related to updating and administering the site content. Client can create additional Super Administrator accounts, as needed. Client is responsible for maintaining the confidentiality of the password and account and designating employees who are authorized to access the account. Client agrees to immediately notify OGO Sense of any unauthorized use of, or access to, the service, the client's password or account, or of any other breach of security. OGO Sense cannot and will not be liable for any loss or damage from client's failure to comply with these security obligations. Client acknowledges and agrees that under no circumstances will OGO Sense be liable in any way for any acts or omissions of client’s or any client generated Joomla accounts including any damages of any kind incurred as a result of such acts or omissions.
OGO Sense shall take reasonable precautions to prevent and mitigate any disaster that may affect the ability of the client to provide the services to be performed by the client under this Agreement. OGO Sense shall maintain a documented and tested disaster recovery plan (the “DR Plan”) during the term of this Agreement. The DR Plan will: (a) include the location of recovery site(s) for each client's web site at which the services are provided and/or where Customer data is stored; (b) address business continuation, disaster recovery, and crisis management issues; (c) be designed to recover business operations as soon as reasonably practical under the circumstances after a declared disaster; (d) provide for the ongoing testing of such DR Plan; and (e) provide the client with evidence of satisfactory testing as required from time-to-time in order for client to meet and comply with client’s due diligence obligations. OGO Sense further agrees that the client may participate in DR Plan testing at client’s expense. Upon the occurrence of a declared disaster at any of the OGO Sense locations involved in the provision of services under this Agreement or where client data is stored, OGO Sense shall implement the DR Plan and shall notify the client of such implementation. Following recovery of business operations, OGO Sense shall provide to the client a post-incident report that documents the implementation and efficacy of the DR Plan. At client’s request, OGO Sense will provide a summary of the DR Plan (“Summary Plan”) to the client. OGO Sense agrees to release such additional information as may be reasonably necessary to allow the client to develop its own disaster recovery plan to work in concert with the OGO Sense DR Plan. For the avoidance of doubt, the DR Plan, any Summary Plan, and any information provided to the client by OGO Sense in connection with the DR Plan or Summary Plan pursuant to this section shall be considered and treated as Confidential Information of OGO Sense under this Agreement.
In consideration of the promises made by the parties herein, the parties agree that OGO Sense shall hold as secret and confidential any information belonging or relating to the client and to client’s customers/members, including any list of the client’s individual customers/members, (hereinafter “Member Information”) that has been provided by the client to OGO Sense; and all information defined as being confidential under applicable laws. OGO Sense also agrees it shall not use the client’s Member Information for any purpose outside the scope of services identified by the client. Any Member Information provided by the client to OGO Sense shall at all times, including after termination of this agreement, remain the property of the client. OGO Sense shall fully comply with all applicable federal and state laws, regulations, Interagency Guidelines and/or written governmental agency orders and shall cause any third party with whom it may conduct any business for or on behalf of the client to fully comply with these laws at all times.
Further, OGO Sense represents and warrants that it shall restrict access to Member Information in its possession to those employees and any third parties with whom it may conduct any business for or on behalf of the client, who need to know such information to perform services requested by the client; and that it shall maintain physical, electronic, and procedural safeguards designed to (1) ensure the security and confidentiality of Member Information, (2) protect against any anticipated threats or hazards to the security or integrity of Member Information, (3) protect against unauthorized access to or use of such records or information, (4) ensure the proper disposal of member information and consumer information; and (5) maintains appropriate controls in place to limit user access to client's confidential information on its network and applications . To that end, OGO Sense represents and warrants that it maintains appropriate security in place to limit physical access to the OGO Sense data center and network components, all of which meet or exceed the minimum standards as defined and/or required by applicable laws. In regard to the foregoing, OGO Sense represents and warrants that: (1) it maintains appropriate technical security layers access to use such as authentication of system users, firewalls, and virus and worm scanning; (2) it maintains appropriate software and procedures for detecting security breaches and appropriate software and procedures to respond to breaches; and (3) it maintains appropriate internal and/or third party testing procedures to evaluate the effectiveness of its security program, the executive summary of which will be provided to the client's upon request.
Subject to the terms and conditions of this Agreement, OGO Sense will provide the service twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Client agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that OGO Sense may undertake from time to time; or (iii) causes beyond the control of OGO Sense or that are not reasonably foreseeable by OGO Sense, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
OGO Sense offers a service uptime guarantee for the services of 99.9% ("Service Uptime") of available time. If OGO Sense fails to maintain this level of service availability, client may contact OGO Sense and request a credit of 5% of its monthly hosting fee from OGO Sense for that month. The credit may be used only for the purchase of further products and services from OGO Sense, and is exclusive of any applicable taxes. The credit does not apply to service interruptions caused by (i) periodic scheduled maintenance or repairs that OGO Sense may undertake from time to time; (ii) errors caused by client from custom scripting or coding; (iii) outages that do not affect the appearance of the web site but merely affect access to the web site such as FTP and email; (iv) causes beyond the control of OGO Sense or that are not reasonably foreseeable by OGO Sense; and (v) outages related to the reliability of certain programming environments. Total Service Uptime shall be solely determined by OGO Sense and shall be calculated on a monthly basis.
As a condition of purchasing and using the Services, client acknowledges and agrees that OGO Sense may provide client’s personal information to their partners, as required to provide the plans for which client is purchasing.
Client is entirely responsible for maintaining the confidentiality of its password and account information. Client is solely responsible for all acts, omissions and use under and charges incurred with client’s account or password or in connection with the site or any of client’s web site content displayed, linked, transmitted through or stored on the Server. OGO Sense's servers and virtual dedicated services are not an archive and OGO Sense shall have no liability to client or any other person for loss, damage or destruction of any of client’s content. OGO Sense shall have no liability to client or any other person for clients use of the Services in violation of these terms. Client will at all times use the Services as a conventional and/or traditional web site. Client will not use the Service in any way, in OGO Sense's sole discretion, that shall impair the functioning or operation of OGO Sense's Services or equipment. Specifically by way of example and not as a limitation, client will not use the Services as (i) a repository or instrument for placing or storing archived files, and/or (ii) placing or storing material that can be downloaded through other web sites.
Client acknowledges and agrees that OGO Sense has the right to carry out a forensics examination in the event of a compromise to client’s server or account. In the event client terminates this agreement, moving client’s web site off of the OGO Sense’s virtual dedicated servers is client’s responsibility. OGO Sense will assist client by transferring or FTP client’s web site to client or another provider at no cost to the client. In the event client use of the services is terminated, OGO Sense will not transfer or manage client’s services or client’s website content unless all amounts owed to OGO Sense under this Contract have been paid.
Client may terminate this Agreement without any further cost, obligation or penalty upon default in the performance of any material term of this Contract, provided the client first gives OGO Sense written notice of such default and OGO Sense fails to reasonably address and/or cure said default within thirty (30) days or prior to the effective date of any applicable law. Upon material breach hereunder by OGO Sense, the client may (i) cancel this Agreement without further cost, penalty or obligation. Upon such termination each party shall remain obligated with regard to any provision herein that expressly survives termination; and each party is obligated to strictly comply with any conversion or deconversion terms set forth herein. A party hereto shall have cause for termination if:
Any party shall file for bankruptcy, receivership, insolvency, reorganization, dissolution, or liquidation;
Any party shall have bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or similar proceedings instituted against it and such proceeding shall not be dismissed within sixty (60) days; or
Any party shall breach, in any material respect, any covenant, condition, agreement or obligation specified in this Agreement and such breach shall continue for a period of thirty (30) days after the non-breaching party notifies the other of its breach.
Any party may terminate this Agreement without any further cost, obligation or penalty if the other party fails in any way to comply with applicable federal and state laws, regulations, Interagency Guidelines and/or written governmental agency orders (hereinafter referred to together as “law” or “laws”) and/or where specifically required by a written order or instruction from a government regulatory agency; provided the non-breaching party first gives breaching or subject party written notice of such default/order and the breaching or subject party fails to cure/resolve said default/order within the earlier of thirty (30) days or prior to the effective date of any applicable law or applicable order.
The client may also terminate this Agreement upon thirty (30) days written notice to OGO Sense. The agreement cannot be terminated by client until client's account balance is brought to zero. OGO Sense will not make a refund to client for already made annual payment.
OGO Sense Joomla Hosting and Maintenance fees of $79.99/mo for Regular plan and $29.99 for Basic plan are due monthly. All payments will be made in US funds (10% discount applies on a 1 year purchase). Addition or customization of functionalities on the website may result in adjustment of monthly maintenance fee. Clients will be advised in advance if any changes that they request may result in increased monthly maintenance. Changes and web site improvements requested by the client beyond regular or basic maintenance (hosting, security updates, backups, server log monitoring) will be billed at the discounted hourly rate of $50/hr on OGO Sense servers. Discounted hourly rates are only applicable to Joomla websites hosted on OGO Sense servers.
If client does not have one of OGO Sense maintenance plans, client will be charged for all development, training, consulting, project management and other time spent on their project. Non-maintenance clients agree to a regular hourly rate of $100/hour.
In no event will OGO Sense be liable for any direct, indirect, special, consequential or punitive damages and including, but not limited to, damages for interruption of use or for loss or inaccuracy or corruption of data and lost profits. In no event shall OGO Sense's liability for any claim arising out of or relating to this agreement exceed five hundred dollars ($500).
For any further questions or comments, please contact OGO Sense.
| NORTH AMERICA: OGO Sense PMB 220 11 Main St Suite 7 Westbrook, ME 04092 United States |
EMAIL, PHONE & FAX: Email: Send Us an Email US Phone: +1 (617) 418-4646 UK Phone: + 44 20 7617 7508 US Fax: +1 (617) 446-1468 |
EUROPE: OGO Sense Mihajla Pupina. 12 78000 Banja Luka Republic of Srpska Bosnia and Herzegovina |
