Managed Hosting Agreement

MANAGED HOSTING AGREEMENT

McCrossen Marketing

Updated: June 22, 2026

1. Parties and Agreement

This Managed Hosting Agreement (“Agreement”) is entered into as of the Effective Date set forth above by and between McCrossen Marketing, a Texas Limited Liability Company (“McCrossen,” “we,” “us,” or “our”), and the client identified in the applicable Order or Statement of Work (“Client,” “you,” or “your”). McCrossen and Client are each a “Party” and together the “Parties.”

This Agreement governs the managed hosting, server operation, and related technical services that McCrossen provides to Client. It is separate from, and supplements, the McCrossen Marketing Platform Terms of Service that govern McCrossen’s software platform, customer portal, AI Advisor, and software plugins. Where this Agreement conflicts with the Platform Terms of Service with respect to managed hosting services, this Agreement controls for those services.

By executing an Order or Statement of Work that references this Agreement, or by accepting managed hosting services from McCrossen, Client agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity.

2. Definitions

“Services” means the managed hosting, server provisioning, configuration, operation, monitoring, maintenance, migration, security administration, backup administration, and related technical services that McCrossen provides to Client under an Order or Statement of Work.

“Hosting Environment” means the managed server environment, control panel, operating system, web server, database server, PHP or other application runtime, security stack, and associated tooling that McCrossen provisions, configures, and operates on Client’s behalf, together with any McCrossen-operated standby or redundancy infrastructure described in an Order or SOW.

“Underlying Infrastructure” means the physical servers, data center facilities, network hardware, power, and connectivity provided by the third-party infrastructure provider(s) on which the Hosting Environment runs.

“Client Content” means all websites, application code, content management system core and components (including WordPress core, plugins, and themes), custom code, databases, media, data, and other materials that Client (or anyone acting on Client’s behalf, including Client’s developers or contractors) creates, uploads, installs, deploys, or stores within the Hosting Environment.

“Client Developer” means any employee, contractor, agent, or third party that Client authorizes to access, develop on, or deploy to the Hosting Environment, whether through scoped shell access, version-control tooling, the control panel, or otherwise.

“Order” or “Statement of Work” (“SOW”) means the written ordering document, proposal, or scope of work that identifies the specific Services, fees, rates, term, and any service-specific terms applicable to Client.

“Monthly Hosting Fee” means the recurring monthly fee for managed hosting Services specified in the applicable Order or SOW, exclusive of any one-time, project, migration, recovery, or add-on fees.

“Service Credit” means the credit issued against a future invoice as Client’s sole and exclusive remedy for failure to meet the Availability Commitment, calculated as set forth in Section 5.

“Availability Commitment” means the monthly availability target for the Hosting Environment set forth in Section 5.

“Scheduled Maintenance” means maintenance windows for which McCrossen provides advance notice as described in Section 5.4, and “Emergency Maintenance” means urgent maintenance required to preserve the security, integrity, or stability of the Hosting Environment.

“Acceptable Use Policy” or “AUP” means McCrossen’s then-current acceptable use policy as published by McCrossen and referenced in the applicable Order or SOW, as it may be updated from time to time.

“Regulated Data” means any data subject to industry-specific legal or regulatory requirements, including without limitation firearms-transfer records governed by the Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”) and Federal Firearms License (“FFL”) regulations (such as ATF Form 4473 and NICS-related records), Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act (“HIPAA”), and cardholder data under the Payment Card Industry Data Security Standard (“PCI-DSS”). Client shall not store Regulated Data in the Hosting Environment unless specifically authorized in an Order or SOW.

3. Scope of Services and Ownership Posture

3.1 Managed Services

McCrossen will provision, configure, operate, monitor, and maintain the Hosting Environment on Client’s behalf as described in the applicable Order or SOW. McCrossen operates the Hosting Environment end-to-end, including the control panel, operating system, web and database servers, security stack, and operational tooling.

3.2 Ownership Posture

McCrossen owns and operates the managed hosting account, the Hosting Environment configuration, the security stack, and any custom operational tooling McCrossen develops. McCrossen does not own the Underlying Infrastructure, which is provided by one or more third-party infrastructure providers. “Managed and operated” means McCrossen administers and operates the environment; it does not mean McCrossen owns the physical hardware or data center. McCrossen’s role is the operation and administration of the Hosting Environment, not ownership of the metal.

3.3 Division of Responsibility

The Parties allocate operational responsibility as follows:

McCrossen is responsible for the server operating system, web server, database server, application runtime (such as PHP) and its version, the control panel, the security stack, server-level configuration, the managed backup and monitoring tooling, and any McCrossen-operated standby or redundancy infrastructure.
Client is responsible for all Client Content at and above the application layer, including the WordPress (or other CMS) core, plugins, themes, custom code, integrations, configurations, and all data and media that Client or any Client Developer creates, installs, or deploys.

Where the boundary between the McCrossen-managed layer and Client Content is unclear in a specific instance, the Order or SOW controls; absent a controlling provision, code, plugins, themes, configurations, and content that Client or a Client Developer authored, selected, installed, or deployed are Client Content.

3.4 Standby and Redundancy

Where an Order or SOW provides for standby or redundancy infrastructure, McCrossen may operate a separate-provider standby of the Hosting Environment and may perform a deliberate, McCrossen-initiated cutover in response to a sustained outage of the primary environment. Unless an Order or SOW expressly states otherwise, any such standby and cutover is operated at McCrossen’s discretion as a manual operation; McCrossen does not commit to automated failover or to any specific recovery time or recovery point through this Agreement, and standby capability is redundancy, not a substitute for the backups described in Section 6.

3.5 Separately Priced Services

SEO retainers, ongoing platform subscriptions, custom plugin development, optional add-on workstreams, standby/redundancy add-ons, and recovery services are separate engagements, invoiced separately, and not included in the Monthly Hosting Fee unless expressly stated in the Order or SOW.

4. Term, Fees, and Payment

4.1 Term

This Agreement begins on the Effective Date and continues for the term specified in the applicable Order or SOW, renewing in accordance with that document unless terminated as provided in Section 14.

4.2 Fees and Rates

Client will pay the Monthly Hosting Fee and any one-time, migration, project, recovery, or add-on fees specified in the applicable Order or SOW. Rates for billable work, including recovery and remediation under Section 7, are set forth in the applicable Order or SOW. Unless otherwise stated, the Monthly Hosting Fee is billed monthly in advance.

4.3 Taxes

Client is responsible for all applicable sales, use, and similar taxes, excluding taxes on McCrossen’s net income. Where hosting or data processing services are taxable under Texas law, applicable taxes will be itemized on Client’s invoice. If Client is tax-exempt, Client must provide a valid exemption certificate; failure to do so permits McCrossen to back-bill applicable taxes.

4.4 Failed or Late Payment

If a payment fails or is past due, McCrossen will provide reasonable notice and may retry the payment method on file. Continued non-payment may result in suspension of Services after reasonable notice. Where Client purchases Services without a separate signed contract (for example, through any self-service or online sign-up McCrossen may offer), past-due amounts may accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, until paid. Suspension for non-payment does not count as downtime for purposes of the Availability Commitment.

5. Service Level Agreement and Service Credits

5.1 Availability Commitment

McCrossen commits to a monthly availability target of 99.5% for the Hosting Environment (the “Availability Commitment”), measured per calendar month and excluding the Excluded Events described in Section 5.4. The 99.5% target provides approximately three and one-half (3.5) hours per calendar month before any Service Credit accrues.

5.2 Service Credit Calculation

If, in a given calendar month, actual availability falls below the Availability Commitment due solely to causes within McCrossen’s reasonable control and not otherwise excluded, Client may request a Service Credit calculated on a pro-rata basis against the Monthly Hosting Fee. The Service Credit equals the percentage of the calendar month during which the Hosting Environment was unavailable, applied to that month’s Monthly Hosting Fee; provided, however, that the total Service Credit for any calendar month shall not exceed twenty percent (20%) of the Monthly Hosting Fee for that month.

Example: If the Hosting Environment is unavailable for 2% of a calendar month due to a covered cause, Client may request a Service Credit equal to 2% of that month’s Monthly Hosting Fee, applied to a subsequent invoice.

5.3 Credit Cap, Form, and Request Procedure

Sole and exclusive remedy. Service Credits are Client’s sole and exclusive remedy for any failure to meet the Availability Commitment or for any downtime, unavailability, or interruption of the Hosting Environment. No other remedy, damages, or refund is available for availability failures.
Monthly cap. Total Service Credits in any single calendar month will not exceed twenty percent (20%) of that month’s Monthly Hosting Fee.
Service credits only. Service Credits are applied against current or future invoices for Services. They have no cash value, are non-transferable, and are not redeemable for cash or refund.
Request required. Service Credits are not automatic. Client must submit a written Service Credit request within thirty (30) days after the end of the calendar month in which the downtime occurred. Requests submitted after thirty (30) days are waived. McCrossen will evaluate the request against its monitoring records as described in Section 5.5, which are the authoritative measurement of availability.
Account in good standing. Service Credits are available only while Client’s account is current and in good standing.

5.4 Excluded Events (Not Counted as Downtime)

The following do not count toward the Availability Commitment and do not give rise to any Service Credit:

Client-side causes. Downtime or degradation caused by Client Content, including defective, incompatible, or insecure application code, plugins, themes, or custom code; resource exhaustion caused by Client Content; or any act or omission of Client or any Client Developer, including deployments, configuration changes, or code that crashes, overloads, or disables the site.
Distributed denial-of-service and volumetric attacks. Downtime caused by distributed denial-of-service (DDoS) attacks, volumetric attacks, traffic floods, or similar abusive traffic, regardless of source.
Security incidents. Downtime caused by hacking, intrusion, unauthorized access, malware, ransomware, exploitation of vulnerabilities, or other security incidents, as further addressed in Section 9.
Scheduled and Emergency Maintenance. Downtime during Scheduled Maintenance for which McCrossen provides at least forty-eight (48) hours’ advance notice, and during Emergency Maintenance reasonably necessary to protect the security, integrity, or stability of the Hosting Environment. McCrossen will limit maintenance to what is reasonably necessary to ensure the security and reliable operation of the Hosting Environment.
Force majeure and upstream failures. Downtime caused by events described in Section 15 (Force Majeure), including failures of the Underlying Infrastructure, the third-party infrastructure provider, data center, network, or power.
Suspension. Downtime resulting from suspension for non-payment or for breach of this Agreement or the AUP.
Client requests. Downtime resulting from actions taken at Client’s direction or request.

5.5 Measurement and Source of Truth for Outages

Availability and downtime are measured solely by McCrossen’s server-side logs and monitoring records, which are the authoritative and controlling source of truth for any Service Credit determination. Independent third-party monitoring maintained by McCrossen is used to corroborate the server-side records. Where McCrossen’s monitoring records and the corroborating third-party monitoring are consistent, that determination is final. In the event of any discrepancy or disagreement between McCrossen’s server-side logs and any third-party monitoring, McCrossen’s server-side logs control.

Client-side reports are not accepted as proof of an outage. Screenshots, screen recordings, videos, third-party “is-it-down” services, or a Client’s or end user’s individual experience of inability to reach the site are not determinative of availability and do not establish a qualifying outage. Such reports frequently reflect conditions outside McCrossen’s control — including the Client’s or an end user’s internet service provider, local or regional network, DNS resolver, routing, firewall, device, browser, or cached content — none of which constitutes unavailability of the Hosting Environment. A Service Credit is available only where McCrossen’s server-side monitoring records confirm that the Hosting Environment itself was unavailable due to a covered cause.

6. Backups, Restoration, and Data Responsibility

6.1 Backup Administration

Where included in the applicable Order or SOW, McCrossen will administer scheduled backups of the Hosting Environment with a documented retention schedule. McCrossen will use commercially reasonable efforts to maintain and verify backups.

6.2 No Liability for Data Loss Absent Gross Negligence

McCrossen will not be liable for any loss, corruption, or unavailability of Client Content or other data, except to the extent directly caused by McCrossen’s willful misconduct or gross negligence, and in all events subject to the limitations and cap in Section 13. McCrossen’s administration of backups does not make McCrossen an insurer of Client’s data and does not transfer to McCrossen the risk of data loss arising from Client Content, Client Developer actions, security incidents, or causes outside McCrossen’s reasonable control.

6.3 Client’s Independent Backup Responsibility

Client remains responsible for maintaining its own independent backups of Client Content and any data Client considers critical. Client should not rely solely on McCrossen-administered backups.

7. Recovery and Remediation Services

7.1 Client-Side Recovery

Application-level breakage caused by Client Content or Client Developer actions is Client’s responsibility to resolve, including by reverting code and redeploying through Client’s own workflow.

7.2 Billable McCrossen Recovery

Where Client requests, or where McCrossen determines that immediate intervention is necessary to prevent data loss or maintain system integrity, McCrossen may perform data-level recovery, restore-from-backup, server-level intervention, or remediation of breakage caused by Client Content, Client Developers, or security incidents. Such work is billable at the rates set forth in the applicable Order or SOW and is not a warranty obligation or included in the Monthly Hosting Fee. McCrossen will provide notice to Client as soon as reasonably practicable for emergency work and will obtain Client’s written or electronic consent prior to performing non-emergency billable recovery services. McCrossen will document such work so that it is never a surprise to Client. This Section does not apply to remediation of downtime caused solely by McCrossen within the scope of the Availability Commitment.

8. Client Developer Access and Responsibility

Where Client is granted scoped developer access to the Hosting Environment (for example, scoped shell access, command-line tooling, staging, or version-control integration), the following apply:

Scope. Client Developer access is limited to the scope expressly provisioned by McCrossen and confined to Client’s account environment. It does not include root access, server-level configuration, firewall or intrusion-prevention systems, the security stack, or any other site or tenant on the Underlying Infrastructure unless expressly stated.
Responsibility. Client is responsible for all acts and omissions of its Client Developers. Breakage, data loss, security exposure, or downtime caused by a Client Developer is a Client-side cause under Sections 5.4 and 7, and any resulting McCrossen recovery is billable under Section 7.2.
Production data. Where production database access is provided to a Client Developer, it is provided on a read-only basis unless otherwise expressly agreed in writing.

9. Security, Cyber Incidents, and Insurance

9.1 Security Measures; No Guarantee

McCrossen implements commercially reasonable, industry-standard security measures for the Hosting Environment. However, no security measure is infallible. McCrossen does not warrant that the Hosting Environment will be free from unauthorized access, intrusion, malware, or other security incidents, and McCrossen’s automated security measures may, in rare cases, temporarily block legitimate traffic.

9.2 Exclusion of Liability for Hacking, Cyber Incidents, and Terrorism

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, McCROSSEN SHALL HAVE NO LIABILITY FOR ANY DAMAGES, LOSS, DOWNTIME, DATA LOSS, OR HARM ARISING OUT OF OR RELATED TO HACKING, INTRUSION, UNAUTHORIZED ACCESS, MALWARE, RANSOMWARE, EXPLOITATION OF VULNERABILITIES, DISTRIBUTED DENIAL-OF-SERVICE OR OTHER VOLUMETRIC ATTACKS, OR ACTS OF TERRORISM OR CYBER-TERRORISM (COLLECTIVELY, “SECURITY EVENTS”), REGARDLESS OF THE THEORY OF LIABILITY, EXCEPT TO THE EXTENT A SECURITY EVENT IS DIRECTLY CAUSED BY McCROSSEN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT FOR LIABILITY ARISING FROM McCROSSEN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THIS EXCLUSION APPLIES IN ALL EVENTS, AND ANY LIABILITY NOT SO EXCLUDED REMAINS SUBJECT TO THE LIMITATIONS AND CAP IN SECTION 13.

Client acknowledges that McCrossen’s insurance, and the insurance coverage of many providers generally, no longer covers losses arising from hacking, cyber incidents, or acts of terrorism or cyber-terrorism. Security Events are excluded from McCrossen’s liability and are not insured by McCrossen on Client’s behalf.

9.3 Client’s Own Coverage

Client is responsible for obtaining and maintaining its own insurance appropriate to its business, including cyber-liability and business-interruption coverage. McCrossen strongly recommends that Client carry such coverage. McCrossen does not act as Client’s insurer for any loss, including losses arising from Security Events, downtime, or data loss.

10. Regulated Data and Industry Compliance

10.1 Client Compliance Responsibility

Client is solely responsible for compliance with all laws and industry-specific regulations applicable to Client’s business and to any Regulated Data Client stores or processes within the Hosting Environment. McCrossen provides infrastructure and managed hosting Services; McCrossen does not provide regulatory compliance certification and does not assume responsibility for Client’s regulatory obligations.

10.2 Notice of Regulated Data

Client must notify McCrossen before storing or processing Regulated Data within the Hosting Environment so that appropriate handling and, where applicable, additional agreements can be arranged. This includes: (a) personally identifiable information (PII) as defined by the FCC and state laws; (b) protected health information (PHI) under HIPAA; (c) financial or payment card information; (d) biometric, genomic, or unique electronic identifiers; and (e) any bulk sensitive personal data subject to DOJ Bulk Data Transfer Rules or other federal and state privacy regulations.

Firearms / FFL data. If Client stores firearms-transfer or FFL-regulated records (including ATF Form 4473, NICS-related references, or serial-number records), Client is responsible for compliance with all applicable ATF and FFL requirements, including record-retention obligations. McCrossen will preserve identified firearms-linkage records during migration and operation but does not warrant Client’s regulatory compliance.
Protected Health Information (HIPAA). If any data in the Hosting Environment includes PHI, Client must notify McCrossen immediately, and the Parties must enter into a Business Associate Agreement (“BAA”) before such PHI is stored or processed. Absent an executed BAA, Client must not place PHI in the Hosting Environment.
Cardholder data (PCI-DSS). If McCrossen possesses or stores cardholder data on Client’s behalf, the Parties will agree in writing on the applicable PCI-DSS responsibilities. McCrossen recommends that payment card data be handled by a compliant third-party payment processor so that cardholder data does not reside on the Hosting Environment.

10.3 Effect of Failure to Notify

If Client stores Regulated Data without providing the notice required by this Section or executing any required agreement, Client does so at its own risk, and Client will indemnify McCrossen for any resulting claims, fines, or penalties as provided in Section 13.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business, technical, security, financial, and operational information, credentials, and the configuration and security architecture of the Hosting Environment.

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to perform under or exercise its rights in connection with this Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to its personnel or contractors who need it for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives reasonable advance notice where legally permitted.

These obligations remain in effect during the term and for three (3) years after termination, except that Confidential Information constituting a trade secret remains protected for as long as it qualifies as a trade secret under applicable law. This Section is superseded by, and yields to, any separately signed contract or confidentiality or non-disclosure agreement between the Parties that contains confidentiality terms; where such a signed agreement exists, its confidentiality terms control to the extent of any conflict.

12. Third-Party Products and Services

The Hosting Environment may operate alongside, or depend on, third-party software, plugins, gateways, integrations, and the Underlying Infrastructure that McCrossen did not develop. To the maximum extent permitted by applicable law, McCrossen is not liable for any damages related to any third-party product or service, including third-party plugins, payment gateways, compliance tools, the third-party infrastructure provider, or any service furnished by a third party. McCrossen is not responsible for changes to, outages of, or discontinuation of third-party products or services outside McCrossen’s reasonable control.

13. Disclaimers; Limitation of Liability; Indemnification

13.1 Disclaimer of Warranties

THE SERVICES AND THE HOSTING ENVIRONMENT ARE PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. McCROSSEN DOES NOT WARRANT THAT THE HOSTING ENVIRONMENT WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT SECURITY MEASURES WILL PREVENT ALL UNAUTHORIZED ACCESS OR THREATS.

13.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL McCROSSEN, ITS OWNER, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS INCOME, BUSINESS OPPORTUNITY, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, AND EVEN IF McCROSSEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. McCROSSEN’S LIABILITY IS LIMITED IN ALL CASES TO DIRECT DAMAGES.

13.3 Liability Cap

McCROSSEN’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNT CLIENT PAID TO McCROSSEN FOR THE MANAGED HOSTING SERVICES IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR AVAILABILITY FAILURES, THE SERVICE CREDITS IN SECTION 5 ARE THE SOLE AND EXCLUSIVE REMEDY.

The cap and exclusions in this Section do not apply to liability that cannot be limited or excluded under applicable law, including liability arising from McCrossen’s gross negligence or willful misconduct. The Parties intend the limitations in this Section to apply to the fullest extent permitted by law, and to be enforced as to all claims that may lawfully be limited even where they cannot be applied to a particular claim.

To the extent any claim arises from or relates to the unavailability, downtime, or interruption of the Hosting Environment, the Service Credits in Section 5 are the sole and exclusive remedy, regardless of how the claim is characterized, pleaded, or framed and regardless of the theory of liability asserted (including contract, tort, negligence, or strict liability). Client may not recharacterize an availability or downtime claim as a different type of claim in order to avoid the Service Credit cap or the requirements of Section 5.

13.4 Allocation of Risk

The limitations in this Section reflect the allocation of risk between the Parties and are an essential basis of the bargain. They apply notwithstanding the failure of essential purpose of any limited remedy and survive termination of this Agreement.

13.5 Indemnification

Client agrees to indemnify, defend, and hold harmless McCrossen, its owner, employees, and contractors from and against any claims, liabilities, damages, losses, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client Content; (b) the acts or omissions of Client or any Client Developer; (c) Client’s violation of this Agreement, the AUP, or of any law or third-party right; (d) Regulated Data stored or processed without the notice or agreements required by Section 10; or (e) any Security Event not directly caused by McCrossen’s willful misconduct or gross negligence.

13.6 Indemnification Procedure

McCrossen will: (a) give Client prompt written notice of any claim for which it seeks indemnification (provided that any delay in notice relieves Client of its obligations only to the extent Client is materially prejudiced); (b) permit Client to control the defense and settlement of the claim with counsel reasonably acceptable to McCrossen; and (c) reasonably cooperate with Client at Client’s expense. Client may not settle any claim in a manner that admits fault or wrongdoing by McCrossen, imposes any obligation or liability on McCrossen, or requires any payment or action by McCrossen, without McCrossen’s prior written consent. McCrossen may participate in the defense with its own counsel at its own expense.

14. Suspension and Termination

14.1 Suspension

McCrossen may suspend Services upon reasonable notice for non-payment, breach of this Agreement or the AUP, or where necessary to protect the security or integrity of the Hosting Environment or the Underlying Infrastructure. McCrossen will restore Services promptly after the cause for suspension is cured.

14.2 Termination for Cause

Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. For non-payment, the cure period is ten (10) days after written notice. McCrossen may also terminate immediately on written notice where continued performance would require McCrossen to violate law, where Client uses the Services unlawfully, or where Client’s use poses an imminent security risk to the Hosting Environment, the Underlying Infrastructure, or other clients.

14.3 Termination for Convenience

Unless a minimum term or different notice period is specified in the applicable Order or SOW, either Party may terminate this Agreement for convenience on thirty (30) days’ prior written notice. Termination for convenience does not relieve Client of the obligation to pay for Services rendered through the effective date of termination, and prepaid fees for the unused remainder of a paid period are non-refundable except as expressly stated in the Order or SOW.

14.4 Effect of Termination; Data Return

Upon termination, Client’s right to access and use the Services ends, and any amounts owed through the effective date of termination become due. McCrossen will provide commercially reasonable assistance with an orderly transition or export of Client Content as set forth in the applicable Order or SOW; transition or export work outside the Monthly Hosting Fee is billable. Client may request export or return of its Client Content for a period of thirty (30) days following termination. After that thirty (30) day period, McCrossen may delete Client Content and associated data from the Hosting Environment and from McCrossen-administered backups in the ordinary course, except where a longer retention period is required by law or expressly agreed in writing. Client is responsible for retaining its own copies of any data subject to Client’s legal or regulatory retention obligations.

Sections that by their nature should survive termination (including Sections 6, 9, 10, 11, 12, 13, 15, and 16) survive.

15. Force Majeure

McCrossen shall not be liable for any delay or failure to perform, and no such event counts as downtime under Section 5, resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism or cyber-terrorism, civil unrest, pandemics, government actions, labor disputes, power or utility failures, internet or network outages, and any failure, outage, or discontinuation of the Underlying Infrastructure or of the third-party infrastructure provider, data center, or network on which the Hosting Environment depends.

16. General Provisions

16.1 Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law provisions.

16.2 Informal Resolution

Before initiating arbitration or any other formal proceeding, the Parties will attempt in good faith to resolve any dispute informally for a period of at least thirty (30) days after written notice of the dispute.

16.3 Binding Arbitration

Except as provided in Section 16.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted before a single arbitrator, the seat and location of the arbitration will be Bexar County, Texas, and the proceedings will be conducted in English. The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own costs and fees unless the arbitrator determines otherwise, and the arbitrator may award only those remedies that a court could award under this Agreement, subject to the limitations of liability in Section 13. The Parties agree that any arbitration will be conducted on an individual basis only and not as a class, collective, or representative action.

16.4 Exceptions; Injunctive Relief and Venue

Either Party may bring an action in the state or federal courts located in Bexar County, Texas to seek injunctive or other equitable relief to protect its intellectual property or Confidential Information, or to enforce or confirm an arbitration award. For any matter not subject to arbitration, the Parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Bexar County, Texas.

16.5 Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Each Party is an independent contractor.

16.6 Assignment

Client may not assign this Agreement without McCrossen’s prior written consent. McCrossen may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

16.7 Entire Agreement; Order of Precedence

This Agreement, together with the applicable Order or SOW, the AUP, and any service-specific terms, constitutes the entire agreement between the Parties regarding managed hosting Services and supersedes all prior agreements on that subject. In the event of conflict, the Order or SOW controls for commercial terms specific to Client, and this Agreement controls for legal terms unless the Order or SOW expressly states otherwise.

16.8 Severability; Waiver

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be reformed and enforced to the maximum extent permitted by law to reflect the Parties’ intent, or if it cannot be reformed, it will be severed; in either case, the remaining provisions of this Agreement will remain valid, binding, and enforceable in full force and effect, and the invalidity or unenforceability of any one provision will not affect the validity or enforceability of any other provision or of the Agreement as a whole. No failure to enforce any provision is a waiver, and any waiver must be in writing and signed by McCrossen.

16.9 Notices

Notices to Client may be sent to the email or address associated with Client’s account. Notices to McCrossen should be sent to the contact information below. Notices are deemed received when sent by email, or three (3) business days after mailing if sent by certified mail.

18. Contact Information

If you have questions about this Managed Hosting Agreement, please contact us at:

McCrossen Marketing
5900 Balcones Dr.
Suite 23133
Austin, Texas 78731
Website: https://mccrossenmarketing.com/portal