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This Agreement (the “Agreement”) is made and entered into between:

  1. Block 81, LLC, a limited liability company incorporated in the State of Oregon with its registered office at 422 NE 141ST Pl, Portland, OR 97230 (referred to as the “Studio” or "Block 81"); and
  2. The subscriber (referred to as the “Subscriber” or “Client”), who, by subscribing to any of the website hosting products offered on the Studio's website, accepts on behalf of their company the terms and conditions set forth in this Agreement.

By subscribing to any of the hosting products offered on the Supplier’s website, or custom offer, the Subscriber acknowledges and agrees that they have read, understood, and accepted the terms of this Agreement on behalf of their company. The Subscriber further represents and warrants that they have the authority to bind their company to this Agreement. The parties therefore agree as follows: 


  1. Engagement; Services. Block 81 shall provide website hosting services as described on the HostingStudio's hosting webpage ("Website Hosting Plan”).
  2. Price; Payment. 
    1. Client is required to prepay the Charges to the Studio based on the billing cycle of the chosen hosting product, which, as detailed on the Studio's website, will occur monthly.
    2. The Client may pay the Charges online through the Studio's website.
    3. If the Client fails to pay any Charges when due, the Studio may suspend the provision of the Services until payment is made.
    4. Block 81 may change prices annually. However, increases in fees during a Renewal Term (as defined below) are limited to a 10% increase over the rates during the immediately preceding 2 months. Block 81 shall provide Client with at least 60 days' notice before the price change will take effect (the "Price Change Notice Period"). If Client rejects the price change in writing during the Price Change Notice Period, this agreement will automatically terminate at the end of the term in which the Price Change Notice Period expires. 
  3. Term; Termination. 
    1. Term. This agreement will become effective as described in section 21 and continue on a monthly basis. Unless either party gives written notice to the other at least 15 days before the end of the Term, this agreement will renew automatically for an additional month (each a "Renewal Term"). This automatic extension will continue to apply at the end of each Renewal Term until the agreement is terminated. 
    2. Termination Procedures. This agreement may be terminated: 
      1. by either party, on provision of 15 days' written notice before the end of a Term; 
      2. by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 30 days of receipt of written notice; 
      3. by Client, immediately on written notice to Block 81, if there is less than 99% uptime in any Services during any one-month period (excluding scheduled maintenance).
    3. Effects of Termination. After the termination of this agreement:
      1. Block 81 shall export and return any content then in its possession to Client at Client's expense, and Block 81 shall delete that content from Block 81's servers and data storage devices, unless Client notifies Block 81 in writing no more than 30 days after the termination of this agreement, of its desire to maintain the content on Block 81's equipment. If Block 81 maintains this content, Block 81 shall make the content reasonably available to Client and Client shall pay Block 81's customary rates for these services and reimburse Block 81 for the cost of making the content available; and
      2. Client shall promptly pay Block 81 according to the terms of Exhibit A for Services rendered before the effective date of the termination. 
  4. Customer Service. Block 81 shall consult with Client via e-mail about how to use the system on the terms set forth in this Agreement, but will not assist with any services not maintained or controlled by Block 81 as part of this Agreement. Third-party applications may be supported but will be scoped and billed separately. 
  5. Security; Backups.  
    1. Security. Block 81 shall locate all content on secure servers with limited access and required access authentication. Block 81 shall handle all content in accordance with industry best practices and the terms of this agreement. 
    2. Backups. If Client requests, Block 81 shall restore content to Client using Block 81's data backups. Block 81 shall maintain a copy of the past 5 days of all content.
  6. Content.  
    1. Content. Client represents that it is the owner or valid licensee of all data or content it will upload in connection with the Services (collectively, the "Content") and that it has secured all necessary licenses, consents, permissions, waivers, and releases for the use of the Content. 
    2. Block 81 may use the intellectual property of Client to do the following, to the extent necessary to perform the Services: 
      1. digitize, convert, install, upload, select, order, arrange, compile and synchronize, use, reproduce, store, process, retrieve, transmit, and hyperlink the Content; and 
      2. make archival or backup copies of the Content. 
  7. Confidential Information. 
    1. Definition. "Confidential Information" means this agreement and all nonpublic information of Client, in whatever form, pertaining to the business of Client, including information relating to Client's finances, customer records, and information, and all associated documentation and materials that Client designates as being confidential when disclosing it to Block 81 or that, under the circumstances of disclosure, ought to be treated as confidential by Block 81. Confidential Information also includes any information relating to Client's parent, subsidiaries, and affiliates. Confidential Information does not include information or data that is: 
      1. known to Block 81 before its disclosure by Client without an obligation of confidentiality under another agreement; 
      2. independently developed by Block 81 without use of any Confidential Information; 
      3. in the public domain when Block 81 seeks to disclose or make use of it, other than as a result of disclosure by Block 81; or 
      4. received by Block 81 from a third party with a legal or contractual right to disclose that information or data. 
    2. Disclosure. Block 81 shall not use or disclose the Confidential Information of Client except in connection with the exercise of its rights or the performance of its obligations under this agreement. Block 81 shall not disclose Confidential Information of Client to any person other than its employees, agents, or independent contractors who have a need to know it in connection with this agreement, and who are under obligations of confidentiality substantially similar to this section. Block 81 shall protect the confidentiality of the Confidential Information of Client in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care. All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by Block 81, and certified as having been returned or destroyed, promptly after the termination of this agreement. 
    3. Exceptions. Block 81 will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, Block 81 shall notify Client in writing of that disclosure to permit Client to seek confidential treatment of that information. 
  8. Nature of Relationship. The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority. 
  9. No Conflict of Interest; Other Activities. During the Term, Block 81 may engage in other website hosting activities, except that Block 81 may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with Block 81's obligations or the scope of Services to be rendered for Client under this agreement. 
  10. Indemnification. 
    1. Of Client by Host. At all times after the effective date of this agreement, Block 81 shall indemnify Client against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of: 
      1. Block 81's gross negligence or willful misconduct arising from Block 81's carrying out of its obligations under this agreement; or 
      2. Block 81's breach of any of its obligations or representations under this agreement. 
    2. Of Host by Client. Client shall at all times indemnify Block 81 against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by Client under this agreement. 
  11. Intellectual Property. 
    1. No Intellectual Property Infringement by Host. Block 81 warrants that the use and proposed use of any software, programs, or applications by Client or any third party to access the website does not and shall not infringe, and Block 81 has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party. To the extent the software, programs, or applications used to access the website infringe on the rights of any such third party, Block 81 shall obtain a license or consent from such third party permitting the use of such items. 
    2. No Intellectual Property Infringement by Client. Client represents to Block 81 and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend Block 81 and its subcontractors from any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by Client. Client further represents to Block 81 that its domain names or URL listings do not infringe, dilute, or otherwise violate third-party rights or trademarks. 
    3. Host Property Rights. All tools, know-how, and technology leased or licensed to Block 81 with respect to hosting of the website are the sole property of Block 81, and Client has no ownership or other intellectual property rights in or to such items.  
    4. Nature of Website Content. Client shall not do any of the following:
      1. use the Services to transmit or post any material that contains or contains links to nudity, pornography, adult content, sex or extreme violence; 
      2. use the Services to transmit or post any material that violates any applicable local, state, national, or international law, or any rules or regulations promulgated under those; 
      3. use the Services to harm or attempt to harm minors in any way; 
      4. use the Services to transmit or post any material that harasses, threatens, or encourages bodily harm or destruction of property; 
      5. use the Services to make fraudulent misrepresentations or offers, including offers relating to "pyramid schemes" and "Ponzi schemes"; 
      6. use the Services to access, or attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Block 81 or another entity's computer software or hardware, electronic communications system or telecommunications system, whether or not the intrusion results in the corruption or loss of data; 
      7. use the Services to transmit or post any material that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including the unauthorized copying or distribution of copyrighted material, the digitization and distribution of photographs from magazines, books, music, video or other copyrighted sources, and the unauthorized transmittal of copyrighted software; 
      8. use the Services to collect, or attempt to collect, personal information about third parties without their knowledge or consent; 
      9. resell the Services without Block 81's prior written authorization; or 
      10. use the Services for any activity that adversely affects the ability of other people or systems to use the Services or the Internet. This includes "denial of service" attacks against another network host or individual user. Interference with or disruption of other network users, network services, or network equipment is prohibited. 
  12. Governing Law. 
    1. Choice of Law. The laws of the state of Oregon govern this agreement (without giving effect to its conflicts of law principles). 
    2. Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Multnomah County, Oregon. 
  13. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by both parties. 
  14. Assignment and Delegation. 
    1. No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection. 
    2. No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party. 
    3. Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void. 
  15. Counterparts; Electronic Signatures. 
    1. Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. 
    2. Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures. 
  16. Severability. If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable. 
  17. Notices. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: email, mail (registered or certified mail, postage prepaid, return-receipt requested), or nationally recognized overnight courier (fees prepaid). 
  18. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies. 
  19. Entire Agreement. This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness. 
  20. Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation. 
  21. Effectiveness. This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.