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Create a watertight Web hosting agreement
The Web site is an online business's livelihood. It is an e-business's
storefront, cash register, sales staff and corporate image all
Careful consideration should be put into contracting with a developer
to design and build an ecommerce site.
Of equal importance to the development of a Web site is the selection
of a suitable hosting service that can provide a reliable, secure,
uninterrupted, high-speed and redundant environment for that Web
site. An understanding of how such facilities operate and the
services they provide will aid in selecting a suitable host.
Access is all
Not all Web hosting services and facilities are created equal.
Some might rely upon one primary "peering relationship"
or network access point (NAP), while others might have backup
or multiple access points.
Just as the majority of Internet traffic travels via high bandwidth
carriers on cables that connect at multiple strategic points,
it is preferable for a Web site to be accessible via several different
routes in case one is unavailable.
Hosting facilities that maintain numerous public and private
peering relationships are best suited for high-traffic Web sites.
Through such peering redundancy, downtime caused by Internet traffic
load or failed or disrupted carrier deliveries is reduced.
If Web site owners seek access to the Internet and want to monitor
the performance of server equipment or change site content in-house,
they should consider a co-location agreement.
Establishing a proper co-location relationship typically involves
issues such as direct or remote access to servers and programs,
direct connections to co-located servers and network, and technical
maintenance and support.
In a full service hosting relationship, the hosting facility
provides servers, Internet connection and some software. In a
co-location relationship, the hosting facility provides only Internet
connectivity and a few other monitoring services.
Regardless of whether the hosting relationship is co-locational
or full service, counsel should be prepared to address certain
Service level agreements
Service level agreements are common with large hosting providers
and large telecom service providers. Typically, these providers
guarantee a certain amount of uptime -- such as 99.99 percent
-- or response time limits for when a server goes down.
If downtime is the result of failure to properly manage the servers,
connectivity disruptions or ineffective traffic load balancing
(called traffic engineering), Web site owners should be entitled
to a reduction in that month's hosting cost.
In addition to uptime and response time guarantees, the hosting
providers should guarantee server performance and bandwidth capacity.
Software, hardware, bandwidth
Basing decisions on design and development specifications, Web
site owners should specify what software and hardware is to be
used. From the amount of storage space, processing power and platform
compatibility required to the type of ports, switching and routing
components needed, the hosting agreement should detail the hardware
and middleware requirements of the Web site.
Minimum bandwidth requirements should be required from the hosting
provider. Bandwidth is the amount of data that can be transmitted
in a given communications channel in a fixed amount of time. Such
bandwidth should be fully dedicated, switched and redundant through
all Internet access points.
The hosting facility should also be obligated to provide such
additional or burstable bandwidth as might be required from time
to time. Although Web site owners will be required to pay for
additional or burstable bandwidth, it will ensure accommodation
of sudden bursts in user traffic to keep the site accessible.
Maintenance and support
Typically, hosting services include maintenance and customer
support services, such as real-time Web site performance and security
monitoring, load balancing and traffic routing.
To address future performance capabilities that might arise due
to rapid Web site traffic increase, the parties can agree to an
escalation process. It would outline certain defined steps that
the hosting company would take to correct server and/or traffic
The escalation process should always include immediate notification
of the site owners of the trouble identified by the hosting facility,
a tracking system that tracks the status and correction process
taken for each error, and guarantees that only certified technicians
will correct any software-based server errors.
If the hosting facility provides user support, the hosting agreement
should include the host's responsibilities for addressing user
inquiries, and it should stipulate the manner in which user responsibilities
are to be handled by the Web host.
The agreement should set standards for timeliness of response
to user inquiries and professionalism in handling those inquiries.
These standards decrease the risk of irreparable damage to Web
site owners' reputations by rude or ineffective responses by a
hosting facility's customer support representative.
The hosting facility should be required to maintain and deliver
server logs to site owners at regular intervals -- daily, weekly
These logs should contain information useful to owners. Information
should include traffic, bandwidth, error and user information,
network statistics -- packet loss or latency and total uptime
-- server statistics and any required protocol information.
Provide data privacy
Some service providers require that a Web site not be used for
any unlawful or inappropriate purposes. Such unlawful or inappropriate
purposes include, but may not be limited to, the infringement
of any third-party intellectual property rights, the intentional
disruption of other network users, the dissemination of obscene
or libelous material, and/or the dissemination of unsolicited
Because site owners are typically responsible for site content,
they will be asked to indemnify and hold the hosting facility
harmless from and against any and all claims and/or damages created
by its conduct.
A Web hosting agreement should also address Web site owners'
rights to user data collected by the hosting facility. This information,
typically contained in the server logs, is considered proprietary
to Web site owners, as it can detail data critical to the continued
success of the site.
Although some hosts will demand shared rights in the user data
they collect, Web site owners should insist on exclusive ownership.
After all, unless the site owners maintain sole ownership of user
data, the hosting facility can, among other things, market the
collected user data to the site owners' competitors. This ownership
right should be coupled with a nondisclosure provision.
Terminate with care
Most hosting agreements do not set forth the hosting facilities'
post-termination responsibilities. If not clearly addressed, this
can expose Web site owners to extreme delay and/or unethical host
tactics that can wreak havoc with their sites and, in turn, ruin
their businesses' reputations.
To minimize post-termination transition concerns, the agreement
should obligate the hosting facility to turn over Web sites and
any unsent user logs to their owners within a set number of days
or hours after termination, regardless of whether the owners are
in breach of the hosting agreement.
To prevent any chance of delay in this transition, it is advisable
that Web site owners require the hosting facility to provide daily
backups of the entire site. Clearly, if the owners possess a backup
copy of the entire site, chances of post-termination delays are
Of course, to diminish transition delays, the site owner should
be listed as the technical, billing and administrative contact
at the time the Web site domain name is registered.
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