In this Service Agreement ("Agreement") "Client", "you" and "your" refer to each Customer/Client and its agents (including each person listed as an account contact or associated with your account); "IA", "we", "us" and "our" refer collectively to Infinity Arts Interactive, LLC (also known as Infinity Arts); and "Project Agreement" refers to a "written" agreement/contract between you and IA. This Agreement explains our obligations to you, your obligations to us in relation to services you purchase from us. By purchasing or applying for IA service(s), you agree to establish an account with us for such services and agree to the following terms and conditions set forth herein. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional IA service(s) or to modify or cancel your IA service(s) (even if we were not notified of such authorization), this Agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you (including, but not limited to, domain name registration services) is your agent with full authority to act on your behalf with respect to such services in accordance with the permissions granted, and that the Primary Contact and Account Administrative Contact for your account shall have the authority, without limitation, to terminate, transfer (where transfer is permitted by the Agreement), or modify such services or your account information, or purchase additional services. Any acceptance of contract for services, application(s) or requests for our services and the performance of our services will occur at our offices in Temecula, California, the location of our principal place of business. Except as otherwise expressly set forth in this Agreement, you agree that if you list, directly or by default, IA as a contact for your account and/or any of the services in your account, we have the right, without notice, to remove our name and/or information from any such account or service and to replace the same with the name and/or information provided by you for any other contact associated with that account or service.
Project Invoicing and Payments:
Work will begin upon receipt of the "Setup/Materials Fee", when applicable, and 50% of the "Project Cost" for your Project Agreement or "Purchase Total" of your online purchase with the remaining balance due upon completion. A total "Project Cost" of $600 or less will be billed in full unless otherwise agreed upon, in writing by IA and the Client. IA will invoice and bill any remaining balance if met with delays of 30 days or more that inhibit IA from completing the proposed services as a result of the Client's failure to respond to requests for, but not limited to: approval of deliverables; feedback or direction; access to necessary networks, content or information. IA accepts payment by check, PayPal or major credit card (Master Card, Visa or American Express). IA requires a credit card to be held on file unless payment is made in full for all listed services in this agreement. There are no refunds of on any services rendered or provided by IA nor 3rd party vendors associated with or connected with IA services and its solutions. When applicable, "add-on services" may or may not be included in the "Project Cost Summary" of this project agreement - fees for all elected "add-on services" are billable at the rate(s) specified for each elected service/option on the "add-on services" addendum. IA will contact the Client to review discrepancies of costs, fees and/or services prior to billing or rendering services. IA will obtain Client signature on any amendment(s) to this project agreement prior to billing or rendering services, without Client signature this agreement will be null & void.
Recurring Monthly Invoicing Schedule and Payments:
Recurring monthly service payments will be charged to the Client's major credit card (Master Card, Visa, AMEX or PayPal) held on file and automatically debited the 1st of each month for the specified term after which time: contracted services will automatically renew for another term, the Client may opt-out by sending IA a 30 day advanced written notice for cancelation of service prior to the automatic renewal term. All outstanding balances are due at the time of cancelation of recurring services. Fees associated with Client declined credit card transactions will be invoiced to the Client. Invoices unpaid within 5 business days will be charged a late fee of $25 plus 10% of the balance due each subsequent day. Failure to pay invoices within 10 days will result in deactivation of IA services and account causing your service, website and/or content management tools to be inaccessible via the internet. A service restoration fee of $35 will be charged upon reactivation of your Web Hosting Service account. A copy of all invoices are emailed to the primary and/or designated Client account contact(s). Invoices & billing transactions are available upon request and generally available in the IA Client Extranet.
Cancelation: you can cancel your recurring web services (such as domain name registration, website hosting, etc.) by sending us a 30 day advanced written notice for cancelation of service prior to the automatic renewal term. All outstanding balances are due at the time of cancelation of your recurring web services.
When canceling website hosting services: you may request a copy of your website's source files within 30 days (made available via password protected ZIP file and internet download); after which all your website's source files will be permanently removed from our web servers and backup systems. If your domain name was registered through us, it is your responsibility to email us with a request for DNS update and redirect your domain name; until we receive your request to update your domain name, your domain name will automatically resolve to either: the default website assigned to the ip address your domain is pointed to, our home page or an automated advertising page. If your domain name is registered through a third party provider, you are responsible for managing and redirecting your domain name; you are required to redirect your domain name away from our web servers immediately. If you do not redirect your domain name, your domain name will automatically resolve to either: the default website assigned to the ip address your domain is pointed to, our home page or an automated advertising page.
Revisions and Additional Services:
Revisions and/or additional development beyond the scope of any purchased service(s) or Project Agreement are subject to additional fees for service(s). IA will estimate all time and materials prior to rendering services, all work not defined within the scope of a corresponding purchased service(s) or Project Agreement may be considered billable at the appropriate/current billing rates. Current billing rates are available upon request.
Ownership and Usage:
The client is granted full ownership of all designed graphics (unless specified otherwise) and applications (where/when stated the Client shall own the source code of a corresponding application), in any Project Agreement with the exception of Stock Photos (unless specified otherwise) and the SiteManager or IDX Property Search Guide and their functional components/systems. The SiteManager (SiteManager also refers to the IDX Property Search Guide if part of your service(s)) and its components/systems are issued as a single site use license only (issued use to a single website domain) and require CMS Web Hosting services with IA. A run license may be necessary to use some media and/or server side components and is the Client's responsibility to purchase and IA will handle the technical integration with IA's Hosting Servers. IA occasionally purchases and integrates software from other vendors (THIRD PARTY VENDORS) into the applications it develops. The Client agrees to abide by any licensing agreements set forth by the Third Party Vendor.
Website Source Files: Upon request, a copy of the Client website & design source files will be made available via CD-ROM and mailed to you. A $25 service fee will be invoiced for each request, services fees will be charged prior to engaging service request. Upon cancelation of services, you may request source files within 30 days; after which all your website source files, applications and databases will be permanently removed from our web servers and backup systems. Dynamic content that relies on the SiteManager CMS will be saved as static HTML web page files; forms and other dynamic elements may not function without the use of our proprietary systems and applications.
Stock Photos: Stock Photos "provided" by IA are licensed to IA; IA allows you to utilize our Stock Photos on website layouts, website pages & website content created by IA while you are a client of IA. IA Stock Photos are not transferrable - if at any time you cancel services with IA, you will no longer be allowed use of any IA provided Stock Photos. Typically, you can purchase a license for Stock Photos provided by IA so that you may continue to use these Stock Photos in website layouts, website pages & website content created by IA or to use these Stock Photos in other licensed capacities. Unless specified in writing by IA, no IA provided Stock Photos can be used on any other website, print or other media material not created or hosted by IA. Further more you agree to any/all terms & conditions set forth by our 3rd party Stock Photo vendor(s) - commonly known as: iStockPhoto.com, Veer and/or any other 3rd party Stock Photo vendor(s). These terms do not apply to any Stock Photos that are specifically specified as "licensed" to you.
Client provided Website Content & Collateral Materials: the Client must ensure that all material and data issued (or transferred from an existing website) to IA for implementation into your website or web solution is in a condition that is "web ready," which is in a form requiring no additional manipulation by IA. IA will make no effort to validate any of this information for content, correctness or usability. If materials are not "web ready", IA may reject this material for implementation. IA will notify the Client of its refusal of the material and afford you the opportunity to a) modify the material to satisfy IA's requirements or b) provide the Client with the additional costs to modify the material(s). The Client is responsible for the intellectual ownership and rights of the creator of the content/photos displayed (published) on your website(s) including all materials delegated to IA for use in the design and development of your website(s) or service(s). IA is not responsible for the integrity of, royalties, or the collection of permissions for usage of content or photos published on your website.
Offensive Content: You may not use IA service(s) to distribute content or links to content that IA reasonably believes:
CMS/Standard Web Hosting & SiteManager
The following applies to Clients utilizing our CMS and/or standard website hosting, SiteManager and related service(s).
System Requirements: the SiteManager system is developed with technologies that require the use of the latest version of Microsoft Internet Explorer. If you are attempting to access SiteManager from a MAC computer you will need to obtain additional software that allows you to install and run Windows software on your MAC computer. We recommend CrossOver by Codweaver; CrossOver is compatible with most late model MAC computers and allows you to run a multitude of Window's software including Microsoft Internet Explorer.
Website Content & Materials: you must ensure that all material and data placed on our servers via FTP or SiteManager is in a condition that is "web ready," which is in a form requiring no additional manipulation by IA. IA will make no effort to validate any of this information for content, correctness or usability. If your material is not "web ready", IA may reject this material. IA will notify you of its refusal of the material and afford you the opportunity to modify the material to satisfy IA's requirements. Use of the Services requires a certain level of knowledge in the use of internet websites and content for web pages. This level of knowledge varies depending on the anticipated use and desired content of your Web site. If you do not have the necessary knowledge to create and maintain your Website IA can offer you Web Content Management services, additional fees may apply. We also make available recurring free educational/training webinars to help you learn and understand how to utilize SiteManager and its components/tools. You are responsible for the intellectual ownership and rights of the creator of the content you display (publish) on your website. IA is not responsible for the integrity of, royalties, or the collection of permissions for usage of content you publish on your website via the SiteManager.
Website Page Restoration: in most cases, web pages can be restored in the event that you delete a web page from your website. You can request a web page(s) to be restored by contacting us; a fee of $15 will apply for each request (multiple web pages within a single request are still considered 1 request).
Bandwidth & Data Storage: your service package includes 10GB of bandwidth and 1GB of data storage (unless specified or purchased otherwise). If you use any bandwidth or data storage space in excess of the set usage limits per month IA may, at its sole discretion, assess you with additional charges, suspend the service, or terminate this agreement. If IA elects to take any corrective action, IA will not refund any unused pre-paid fees. Your use of your account and access to it is your responsibility. You are responsible for any unauthorized access to your account resulting in bandwidth and/or storage usage exceeding the limits of usage and resultant charges. The excess usage charges are as follows: upon reaching your quoted 10GB bandwidth data transfer limit, thereafter normal data transfer will be billable at a rate of $10.00/1GB/month and charged to your account. Upon reaching your quoted MB data storage limit, thereafter normal data storage will be billable at a rate of $0.20/1MB/month and charged to your account. Usage reports are available upon request and can generally be found with our usage reporting tools in the Client Extranet to help you monitor your websites Bandwidth and Data Storage usage.
SSL Secure Certificates: we also provide services for purchasing and installing 128-Bit SSL Certificates for secure data transfer on our servers. The current rate for SSL Certificate purchase and installation is $150 per SSL Certificate; additional fees may apply for a dedicated IP address for use in conjunction with a SSL Certificate, and must be renewed annually. When purchasing a SSL Certificate you will be asked for various articles of information including, but not limited to, your full business name, the business' owner's name, business address including county, business telephone and fax, and a copy of your Business License/Certificate or other proof of doing business as. SSL Certificates can be purchased from third parties however we will charge a fee of $50 per SSL Certificate installed and/or renewed, additional fees may apply for a dedicated IP address for use in conjunction with a SSL Certificate. Before Clients can purchase a third party 128-bit SSL Certificate, a Certificate Signing Request ("CSR") must be generated by us and the CSR is required by all digital certificate providers. Clients must place a request for SSL Certificate CSR generation and installation service via e-mail/written notice. We do not warranty in any way the level of security that is provided by any SSL Certificate, whether purchased from us or 3rd party vendor, and shall not issue refunds for non-transferable SSL Certificates nor those SSL Certificates deemed in-valid and/or faulty. Clients are responsible for any renewal and/or reissue charges for any SSL Certificate issued to/for the Client. We also reserve the right to remove any SSL Certificate at any time if found to be faulty or in breach of the Servers integrity; we will notify you upon doing so. All SSL Certificates purchased from us are registered through Network Solutions, LLC; you further agree to adhere to all SSL Certificate policies set forth by Network Solutions, LLC.
Domain Name Services
We provide DNS (Domain Name Service) management service for any domain names purchased from us; unless DNS name servers for your domain name are pointed to a 3rd party vendor. You are responsible for updating your DNS (Domain Name Service) records for any 3rd party registered domain names unless your domain name DNS name servers are pointed to our servers (ns1.infinityarts.com and ns2.infinityarts.com). Upon emailed/written request we will update DNS records for any domain name under our DNS management. You should be aware that changes to your domain name DNS may result in a temporary down-time (in which your service(s) are offline) until changes are propagated across the internet and internet service providers; permanent down-time or adverse results may occur if you provide us with in-accurate information when requesting DNS updates for domain names under our DNS management. All domain names purchased from us are registered through SRS Plus, a domain name registry and subsidiary of Network Solutions, LLC; you further agree to adhere to all policies set forth by the registrar SRS Plus also known as Network Solutions, LLC. Their policies and be viewed online by visiting: ftp://ftp.networksolutions.com/partners/Agreements/NetworkSolutionsServiceAgreement.pdf
Real Estate IDX Services
The following applies to Clients utilizing our real estate IDX system and related service(s). IA does not guarantee the number of nor quality of leads generated through our IDX services or systems. The IDX Property Search Guide system is reliant on approval & access to the IDX and/or RETS data feed(s) of your specified MLS board, IA is not responsible for the approval or delays in approval requests submitted to the MLS board. The MLS board reserves the right to discontinue access to their IDX data feed at any time. IA reserves the right to discontinue IDX services at anytime. IA does not guarantee or control the quality or availability of data provided by the associated MLS board. The IDX Property Search Guide System will not be "launched, functional or accessible" until official approval from the specified MLS board is received. The Client is responsible for any modifications and/or additional fees to modify their website to stay compliant with standards required by the specified MLS board. When using our IDX iFrame edition on a 3rd party website(s), IA does not guarantee compatibility with 3rd party websites or web services; the Client is responsible for any fees incurred with remedies for compatibility issues. You are responsible for any fees related to the MLS board and/or usage of their IDX data feed(s).
Agent & Lender Roster Systems: each agent/lender added is given a sub-account, with unique login & limited access to only assigned home buyer leads, under your account. By utilizing the account, the agents/lenders agree to this Agreement. An additional monthly recurring fee of $15 will apply when adding agents to either the Agent or Lender Roster system; this recurring monthly fee will apply as long as the sub-account exists in your roster; to remove a sub-account simply delete the agent/lender via SiteManager using the Agent or Lender Roster tools.
The following applies to Clients utilizing our hosted Microsoft Exchange or POP3 Email Services. Email Services will typically begin within 2-5 business days upon purchase. Email services will not function correctly until DNS has propagated for the specified domain name to be used in correlation with Email Services. Though IA tries to provide reasonable support for its Clients, IA cannot guarantee it will be able to troubleshoot or install your Email Services on your email client software (ex. MS Outlook) and/or smart phone (ex. Blackberry). By purchasing this service you should a) be willing to utilize the Outlook Web Access as your primary mode of accessing your Email Service or b) be reasonably adept to understanding how to use and configure your email client software and/or smart phone. Additional fees may apply for installation of Email Services on your email client software and/or smart phone.
Minimum System Requirements
To access Email Services with Outlook Web Access (OWA) you will need a late model web browser (such as Internet Explorer, Firefox or Safari) on a PC or MAC with internet connection. IA does not guarantee compatibility with your preferred web browser or version of web browser, you may be required to upgrade or utilize a non-preferred web browser to access OWA. To access MS Exchange email services with an email client software you must utilize: Microsoft Outlook 2003 or later (PC); Microsoft Entourage 2008 or later (MAC). Other 3rd party Microsoft Exchange capable email client software(s) may be available. To access POP3 email service with an email client software you must utilize: POP3 enabled email client software (ex. Outlook Express, Windows Live Mail, etc.). To access Email Services with a smart phone your must be equipped to work with Microsoft Exchange and you must have sufficient mobile service(s) - contact your mobile service provider for details on your smart phone capabilities and service(s). We do not provide IT support nor troubleshooting service(s) for any email client software or mobile device.
Acceptable Use Policy (AUP):
IA may block mail that violates this AUP. In addition, your Services may be suspended or terminated, without refund, for violation of this AUP in accordance with this Email Services Agreement.
You may not use your Email Service to send Bulk Mail. "Bulk Mail" means email messages of similar content that are sent to more than 100 hundred (100) recipients. Attempts to circumvent this restriction by breaking up bulk email over time, using multiple accounts, or other means will be a violation of this restriction. Mail messages sent to other users within your domain names hosted on the Infinity Arts system are not considered Bulk Mail. You may not intentionally use your Mail Service for the purpose of receiving bulk email from others. For example, you may not submit any Mail Service email address to a "Safelist" or "Free for All" (FFA) list.
You may not send unsolicited email. Email is unsolicited if you have no pre-existing relationship with the recipient, unless the recipient has published or otherwise provided or his or her email address in a manner which implies consent to receive the email. You may not send email of any kind to a person who has indicated that they do not wish to receive it.
You may not obscure the source of your email in any manner, including by intentionally omitting, forging, or misrepresenting messages headers or return addresses.
Email Abuse Complaints
Complaints from email recipients and third party abuse agencies (e.g. SpamHaus or Spamcop) shall be deemed proof of the facts stated therein unless you provide compelling evidence to the contrary. IA shall have the right to terminate your Mail Service if we receive excessive or repeated complaints from your email recipients, regardless of whether you are in breach of this AUP or are otherwise at fault.
IA may terminate your Services if your email address or related IP number(s) is/are blacklisted by any third party, or IA is retaliated against as a result of your email, regardless of whether you are in breach of this AUP or are otherwise at fault.
Third Party Mail Marketing
You may not use your Mail Service to send Bulk Mail (defined above) except via a mail marketing service that we have approved in advance. You must comply with the CAN-SPAM Act of 2003 and other laws and regulations applicable to bulk and commercial mail. In addition, you must meet all of the following requirements:
- The mail may be sent only to individuals who have affirmatively indicated they wish to receive it;
- Your procedures for seeking consent include reasonable means to ensure that the person giving consent is the owner of the email address for which consent is given;
- You retain evidence of each recipient's consent in a form that can be promptly produced on request, and you honor the recipient's and IA's requests to produce consent evidence within 72 hours of receipt of the request.
- You have procedures in place that allow a recipient to revoke their consent - such as a link in the body of the email, or instructions to reply with the word "Remove" in the subject line; you honor revocations of consent within 48 hours, and you notify recipients that the revocation of their consent will be implemented within 48 hours;
- You have procedures in place to prevent you from adding to a list a recipient who has previously revoked their consent;
- You must post an email address for complaints (such as firstname.lastname@example.org) in a conspicuous place on any website associated with the email, you must register that address at abuse.net, and you must promptly respond to messages sent to that address;
- The subject line of the email must clearly describe the subject matter contained in the email, and the message must include valid contact information, including your physical address;
- You have the means to track anonymous complaints; and
- You must not attempt to send any message to an email address if 3 consecutive delivery rejections have occurred and the time between the third rejection and the first rejection is longer than fifteen days.
These requirements apply to distribution lists created by third parties to the same extent as if the list were created by you. You may not use a third party email service that does not practice similar procedures for all of its customers. IA may test and otherwise monitor your compliance with these requirements and may require you to seek advance approval for any Bulk Mail. IA may throttle or suspend your mailing if your Bulk Mail is generating excess bounced messages.
Remote MS Exchange Workstation Setup
When this optional, add-on service is purchased: IA will contact you to schedule a remote setup appointment; you must be present at the workstation (PC or MAC) in which this service has been purchased for. Your workstation(s) must have an internet connection, you must be present at time of setup and you must have one of the following email client software applications already installed on your workstation: Microsoft Outlook 2003 or later (PC); Microsoft Entourage 2008 or later (MAC); POP3 email client software (ex. Outlook Express, Windows Live Mail, etc.). By purchasing this service you agree to allow us to remotely connect to your workstation(s) to access and configure your email settings.
You acknowledge that MS Outlook and MS Entourage can only function with 1 MS Exchange account as your "primary" email service; previous installations of MS Exchange must be disabled and/or removed to successfully install your email service. Any existing 3rd party POP3 email accounts that were previously installed will be set as secondary email services in your email client software. This service does not include: setup of any 3rd party email services, tutorials/training, nor setup of any personalized features. You may be required to purchase additional software and/or upgrade your workstation to successfully install the MS Exchange 2007 email service, any additional software or upgrades will be your responsibility to purchase and install. We do not guarantee that installation will be successful.
You may not probe, scan, or test IA's systems for vulnerabilities. You may not violate or attempt to violate IA's security measures. You may not use IA's services to probe, scan or test a third party's systems for vulnerabilities, or to violate or attempt to violate a third party's security measures. Examples of security violations are: (i) attempting to access data not intended for your use; (ii) attempting to log into an account that you are not authorized to access; (iii) attempting to obtain services you have not paid for (including IA Services); (iv) attempting to discover another person's authentication information; and (v) interfering with another user's use of the Services.
You must use reasonable security precautions in connection with your use of the Services, such as a desktop virus scanner and firewall. If your Service is exploited by a third party, IA may suspend your Services until the vulnerability is addressed. For example, IA may suspend your Email Services if you are distributing a virus, even if you are unaware that you are distributing a virus.
You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server.
- Your password provides access to your account. It is your responsibility to keep your password secure.
- haring your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use.
- Attempting to obtain another user's account password is strictly prohibited, and may result in termination of service.
- You must adopt adequate security measures to prevent or minimize unauthorized use of your account.
- You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools.
- You may not attempt to interfere with service to any user, host or network ("denial of service attacks"). This includes, but is not limited to, "flooding" of networks, deliberate attempts to overload a service, and attempts to "crash" a host.
Clients who violate systems or network security may incur criminal or civil liability. We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.
Clients may not use our web hosting network with an attempt to circumvent user authentication or security of any ISP host, network or account. This includes, but is not limited to:
- Accessing data not intended for the client logging into a server or account the client is not expressly authorized to access
- Password cracking
- Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting
- Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization
- Probing the security of other networks in search of weakness
- Or violation of any other organization's security policy
Clients may not attempt to interfere or deny service to any user, our ISP (internet service provider) host or our network(s). This includes, but is not limited to:
- Mail bombing
- Or other deliberate attempts to overload or crash our ISP host or our network(s)
We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate system or network security may incur criminal or civil liability. You are solely responsible for any security breaches affecting servers or accounts under your control. If your server or website is responsible for or involved in an attack on or unauthorized access into another server or system, we will shut it down immediately. You will pay any charges resulting from the cost to correct security breaches affecting our or any of our other clients.
You may not use IA service(s) in a way that creates technical disturbances for other IA customers or for the IA systems generally. In addition:
No shared access to IA service(s) - including but, not limited to SiteManager or Mailboxes. Mailboxes may be used by one natural person at a time. Attempts to log into a single mailbox simultaneously from more than one computer are prohibited. You may not use automated tools such as "Fetchmail" or "Microsoft Exchange Connector" to virtualize one mailbox into multiple mailboxes. No automated use of IA services(s) - including but, not limited to SiteManager or Mailboxes. Mailboxes are not intended for automated use such as sending emails from web servers, or receiving emails by automated programs.
We require that you make information publicly available about how to contact you and that you respond in a timely manner to any of our complaints of abuse of our service(s). If you fail to responsibly manage the use of our service(s) or if you are found to be in violation of any agreement or policy, we may terminate your service(s), WITHOUT refund.
Though IA has expert experience and a high success rate of generating traffic, search engine ranking, leads, sales and return on investment online many success factors are not in the control of IA therefore IA does not guarantee the results that can or will be achieved.
IA will not share nor disclose in any shape or form trade secrets, methods or otherwise relating to the Client's confidential means of operations or doing business. IA however, reserves the right to showcase or demonstrate its services and/or produced deliverables to the extent that confidentiality is not an issue. You also acknowledge that by reason of your relationship with us, you may have access to certain information and materials relating to our business, clients, methodology, software technology and marketing which we treat as confidential (collectively "Confidential Information"). You shall: a) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the clear and express prior written consent of a duly authorized representative of IA; and b) not use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purpose of performance under this Agreement. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue indefinitely following termination of any Agreement/service(s) with respect to Confidential Information, which does not rise to the level of a trade secret.
California Privacy Protection
Pursuant to California Civil Code 1798.82, effective July 1, 2003, anyone hosting web sites, or storing user information for their web site is required to disclose any breach of the security of the system following discovery or notification of the breach in the security to any resident of California (or where local laws apply) whose unencrypted personal information was, or is reasonably believed to have been, acquired by an unauthorized person. You agree to cooperate with IA in making the disclosure to users of your site that may have been affected in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement, or any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system. You agree to notify the owner or licensee of the information of any breach of the security of the data stored for your web site immediately following discovery, if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person. The notification required by this section may be delayed if a law enforcement agency determines that the notification will impede a criminal investigation. The notification required by this section shall be made after the law enforcement agency determines that it will not compromise the investigation.
The parties (the Client and IA) shall first attempt in good faith to resolve any dispute through open negotiation. Any dispute which remains unresolved for thirty (30) days shall be settled by binding arbitration in Riverside County, California, in accordance with the then current rules of the American Arbitration Association, before one (1) independent and impartial arbitrator, mutually designated by both parties and selected by the American Arbitration Association if the parties cannot agree on an arbitrator. The prevailing party shall be entitled to recover reasonable attorney fees and costs.
Limitation of Liability: Neither IA, its agents or employees shall be jointly, severally or individually liable to the Client in excess of the compensation to be paid pursuant to your Agreement or Project Agreement by reason of any act or omission, including breach of contract or negligence not amounting to a willful or intentional wrong.
Arbitration: All disputes, controversies or claims arising out of or relating to this Agreement shall be submitted binding arbitration in Riverside County, California in accordance with the then prevailing rules of the American Arbitration Association (AAA); one arbitrator shall be chosen by AAA. Attorney's Fees: In the event either party hereto shall institute any legal action or proceeding arising out of this Agreement, including arbitration, against the other party, it is agreed that in such action or proceeding, the prevailing party shall be entitled to reasonable costs therein, and such further and additional sums as and for attorney's fees as the court or arbitrator in such action or proceeding may adjudge to be reasonable. Attorney's fees incurred in enforcing any judgment are recoverable as a separate item, and this post judgment attorney's fees provision is intended to be severable from the other provisions of the contract, to survive judgment, and is not to be deemed merged into the judgment.
The signor/online purchaser agrees that he/she has the authority to sign/purchase service(s) as the Client or as a representative of the Client in his/her individual capacity. By signing/purchasing you agree that you have read and understand the description and terms in this Agreement, along with any written Project Agreement(s), and hereby engages their organization to begin all work, service(s) and payment(s) as described. We reserve the right to revise this Agreement, or our other policies and agreements at any time in any manner without notice; we will post the current version of this Agreement and our policies online at www.InfinityArts.com/legal.