Hosting Terms of Service (TOS)

1) Agreement

a) By clicking to accept these Terms, or by executing an Order to which they are attached or referenced, you are entering into a binding agreement with foleypod Media LLC, dba PXLPOD Web for the provision of Services. This agreement is comprised of these Terms of Service, the applicable Order, any service level agreements (SLA), acceptable use policies (AUP), data protection addenda (DPA), privacy policies, and any exhibits or schedules referenced herein (collectively, the “Agreement”).

The Agreement constitutes the complete and exclusive statement of the terms governing the relationship between the Parties and supersedes all prior or contemporaneous proposals or communications.

b) In the event of conflict, order of precedence shall be:

The Order

These Terms of Service

Documents incorporated by reference

Any conflicting customer purchase terms are null and void.

c) We may modify this Agreement from time to time. Materially adverse changes become effective thirty (30) days after posting unless required by law. Continued use constitutes acceptance.

2) Services

a) We will provide Services in accordance with the applicable Order and SLA. Any uptime or availability commitments are defined exclusively in the SLA. Service credits described in the SLA are the sole and exclusive remedy for failure to meet such commitments.

b) We may use third parties to provide elements of the Services and remain responsible for their performance.

c) Scope modifications may occur via mutual written agreement, portal acceptance, or support confirmation.

d) We may replace or discontinue components of the Services without constituting breach.

e) Beta Services are provided AS-IS with no warranties or service levels.

2(f) Labor-Based and Managed Plans

Certain Services, including SecurePod Care and other managed plans, include recurring labor allocations, advisory services, proactive audits, and/or priority scheduling.

Unless expressly stated in the applicable Order or SLA:

Labor hours are limited to the allocated monthly amount.

Labor hours are non-transferable and non-refundable.

Labor hours have no cash value.

Services are provided at the application and content level.

Services do not constitute unlimited development, architectural redesign, backend engineering, fiduciary responsibility, or transfer of operational control.

PXLPOD Web retains sole discretion to determine whether a request falls within plan scope or requires separate project engagement.

2(g) Priority Scheduling

Certain Service tiers may include priority scheduling or response commitments.

Priority affects order of work initiation but does not guarantee completion within a specific timeframe unless expressly stated in the SLA.

Response or start-time commitments apply only to tasks reasonably executable without external development partners.

3) Hosting Partner Disclosure

PXLPOD Web currently utilizes WP Engine for hosting services. PXLPOD Web reserves the right to substitute comparable or superior providers. Reasonable migration efforts will be made, though some disruption may occur.

4) Authorized Users

You may designate Authorized Users via the User Portal. You are responsible for their actions and compliance.

5) Fees; Invoicing

a) Fees are due as specified in the Order. If unspecified, Fees are due in advance except usage-based charges billed in arrears.

b) Electronic invoicing applies. Card payments may be charged automatically upon renewal.

c) Failure to pay may result in suspension or termination.

5(d) Past Due Hosting; Grace Period; Suspension

For hosting-related Services, including but not limited to Essentials Hosting and SecurePod Care plans that include hosting:

Invoices not paid by the due date will be considered past due.

A thirty (30) day grace period will be provided from the original invoice due date.

During the grace period, Services may continue without interruption; however, PXLPOD Web reserves the right to limit non-essential support and deprioritize requests until the account is brought current.

If payment is not received within the thirty (30) day grace period:

PXLPOD Web may suspend the hosted website and associated Services without further notice.

Suspension may include disabling public access to the website, restricting administrative access, and halting all related Services.

Restoration of Services is not guaranteed to be immediate and may require payment of all outstanding balances and applicable reactivation fees.

PXLPOD Web is not liable for any loss of traffic, data, revenue, or business interruption resulting from suspension due to non-payment.

Continued non-payment may result in termination in accordance with Section 6.

5(e) Included Labor Hours

Where Services include recurring labor allocations:

Unused hours are governed exclusively by the applicable SLA.

Labor hours may not be converted into credits.

PXLPOD Web may decline requests exceeding reasonable scope for the allocated time.

5(f) Annual Plans; Promotional Terms; Refund Policy

Certain Services may be purchased annually.

Annual payments are refundable within thirty (30) days of the Effective Date.

After thirty (30) days, annual payments are non-refundable.

No prorated refunds or credits apply after the 30-day window.

Promotional free months or discounts may be deducted from refunds within the 30-day window.

SecurePod Growth and SecurePod Scale annual plans do not include promotional free months unless expressly stated.

Nothing herein creates a fixed-term contract.

6) Term; Termination

a) Agreement renews automatically unless either Party provides 30 days’ notice.

b) Early termination without cause accelerates remaining Fees.

c) PXLPOD may terminate for breach, security risk, abusive conduct, or convenience with 30 days’ notice. In case of convenience termination, prepaid unused Fees will be prorated and refunded unless termination results from Customer breach.

d) Upon termination, support and portal access cease. Customer must maintain independent backups.

e) Data Retention: PXLPOD may retain backups at its discretion but is not obligated to restore data. Restoration may require additional fees.

7) Proprietary Rights

Customer retains ownership of Customer Content. PXLPOD retains ownership of Services, systems, and infrastructure. Feedback may be used without restriction.

8) Confidentiality

Each Party agrees to protect Confidential Information using reasonable care.

9) Security; Data Privacy

PXLPOD maintains commercially reasonable safeguards but does not guarantee absolute security. Backup storage may utilize third-party providers located inside or outside the United States.

10) Warranties

Each Party warrants authority to enter the Agreement and compliance with applicable law.

11) Indemnification

Customer agrees to indemnify PXLPOD against third-party claims arising from Customer’s violation of the AUP or misuse of Services.

12) Limitations of Liability

a) Backups are not guaranteed. Customer must maintain independent copies.

b) EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED AS-IS.

c) Aggregate liability shall not exceed Fees paid or owed in the three (3) months preceding the claim.

d) No liability for indirect, incidental, or consequential damages.

e) SLA credits are the exclusive remedy for uptime failures.

f) Limitations do not apply where prohibited by law.

13) Dispute Resolution

Governing law: State of California.

Disputes resolved via binding individual arbitration administered by AAA, unless Customer opts out within 30 days.

No class or representative actions permitted.

14) General Provisions

a) Assignment
Customer may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of PXLPOD Web, which shall not be unreasonably withheld. Any attempted assignment in violation of this provision shall be null and void.

PXLPOD Web may assign this Agreement without restriction, including in connection with a merger, sale of assets, or corporate reorganization.

b) Force Majeure
Neither Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, internet or infrastructure failures, power outages, or actions of governmental authorities.

Obligations affected by such events shall be suspended for the duration of the force majeure condition.

c) Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

d) Survival
Any provisions which by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to provisions relating to payment obligations, limitations of liability, indemnification, confidentiality, and dispute resolution.

e) No Partnership or Agency
Nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the Parties.

Neither Party has the authority to bind or act on behalf of the other in any manner.

f) Waiver
The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall not affect the right to require such performance at any later time.

Any waiver of a breach must be in writing and shall not be deemed a waiver of any subsequent breach.

g) Entire Agreement
This Agreement, together with all documents incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, proposals, or communications.

h) Notices
All legal notices under this Agreement shall be provided in writing and delivered via email, certified mail, or recognized courier service to the contact information provided in the applicable Order.

Notice shall be deemed given upon receipt or confirmation of delivery.