HOSTING
Infosaic Technologies, LLC, a limited liability company formed under the laws of the State of Ohio, United States of America, shall provide Hosting Services to Customer.
Infosaic Technologies, LLC, shall perform routine backups of files stored on the Infosaic Technologies, LLC System.
Infosaic Technologies, LLC. shall have the right to modify the Infosaic Technologies, LLC System, including, but not limited to, communications equipment, hardware, software, operating system, user interface specifications, transmission specifications, and other specifications in connection therewith without notice.
Customer hereby acknowledges and agrees that Infosaic Technologies, LLC shall have no obligation to provide Customer access to the Internet. Customer shall be solely responsible for acquiring, purchasing, installing, configuring and maintaining the computer system for accessing the Internet, including (without limitation) computer software, Internet access software, computer hardware and telecommunication equipment.
Customer shall prevent Unauthorized Users from accessing the Infosaic Technologies, LLC System. Customer shall prevent Unauthorized Access to the Infosaic Technologies, LLC System. Customer shall promptly inform Infosaic Technologies of any and all Unauthorized Access (or suspected Unauthorized Access) of which Customer has knowledge or suspicion.
PAYMENT
Customer shall pay the Hosting Fee to Infosaic Technologies, LLC at its Ohio address or to Infosaic Technologies, LLC�s Ohio account as permitted on-line on the Hosting Date and on the anniversary date of each subsequent calendar month or year thereafter, all dependent upon the term customer selected at the time of the original sign up except as otherwise approved by Infosaic Technologies, LLC in writing. Infosaic Technologies, LLC shall have the right to increase the Hosting Fee on each anniversary of the Term by providing written notice to Customer thirty days in advance of the first day of such Term.
Customer shall pay any and all applicable taxes excluding income taxes assessed against Infosaic Technologies, LLC.
Infosaic Technologies, LLC shall invoice Customer for fees and expenses in connection with the Services. Customer shall pay any such invoice on the due date thereof.
In the event Infosaic Technologies, LLC deactivates the Customer Web Site due to nonpayment of an invoice Infosaic Technologies, LLC may reactivate the Customer Web Site as requested by Customer and approved by Infosaic Technologies, LLC upon payment of the Reactivation Fee.
CUSTOMER OBLIGATIONS
Customer shall, within 24 hours inform Infosaic Technologies, LLC of all questions, comments, events, occurrences or circumstances which could lead to a claim, demand or liability against Infosaic Technologies, LLC, or of any defects or problems in connection with the Hosting Services, the Infosaic Technologies, LLC System and the Customer Web Site of which Customer has knowledge or suspicion.
Customer shall be solely responsible for ensuring and preserving the truthfulness, accuracy, integrity, secrecy and lawfulness of all Content. Infosaic Technologies, LLC neither warrants nor guarantees that any Content is safe from interception, alteration, corruption, or deletion by Users.
Customer agrees to abide by the rules and regulations of the Registrar (regardless of whether customer uses Infosaic Technologies, LLC�s domain registration services or an outside service) as well as ICANN.
Customer shall be responsible for monitoring and managing the Customer Web Site and shall delete, modify, edit and update the Content to ensure that the Content conforms to this Agreement, does not violate any applicable laws or regulations, and is not used for, or in connection with, any unlawful purpose or the commission of any tort. Customer shall ensure that the Customer Web Site does not contain, from whatever source, Content which:
(1) infringes upon the copyrights, patents or trademarks of any person or entity;
(2) misappropriates, or is used in connection with misappropriation of, the trade secrets of any person or entity;
(3) is used in connection with the commission of any tortious or unlawful act; or
(4) violates or contravenes any applicable laws or regulations.
Customer shall maintain confidentiality of the Login (Login includes but not limited to Username, passwords and account information). Customer shall assume all responsibility and liability for harm and damages (direct, indirect, incidental and consequential) caused in connection with use of the Login. Customer shall indemnify, release and hold harmless Infosaic Technologies, LLC from all liability, harm or damages (direct, indirect, incidental and consequential) caused in connection with use of the Login.
Customer hereby represents and warrants that Customer has obtained all necessary authorizations, permissions or licenses from the Owner to promote, market and distribute the products offered by Customer through the Customer Web Site.
The services to be provided by Customer through the Customer Web Site shall be performed on a best efforts basis and shall conform to the standards generally observed in the industry for similar services. Customer hereby acknowledges and agrees that all transactions related to the Customer Services are between Users and Customer, and that Infosaic Technologies, LLC is not a party to such transactions.
Customer hereby agrees that all orders that relate to Customer Services as advertised or promoted through the Customer Web Site shall be fulfilled in accordance with the standards generally observed in the industry for similar services. Customer shall electronically retrieve all orders and inquiries at least as frequently as twice a day and fill such orders in accordance with all representations made in the advertisement for such Customer Services.
Customer shall maintain current backup copies of the Content.
RESTRICTIONS
The Infosaic Technologies, LLC System shall not be used by Customer to transfer any Content, programs, information or materials to either a foreign national or a foreign destination in violation of any applicable law including (without limitation) the United States export laws (Export Administration Act, 15 CFR 730-774).
The Infosaic Technologies, LLC System shall be used for lawful purposes only. The Infosaic Technologies, LLC System shall not be used to conduct, or solicit the performance of, any business or activity, which is tortious or prohibited by law. Unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, profane, hateful, racially, ethnically or otherwise objectionable activity or material of any kind, as determined by Infosaic Technologies, LLC, including, but not limited to, any material which encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any applicable law shall not be performed using the Infosaic Technologies, LLC System or posted to or stored on the Infosaic Technologies, LLC System.
Infosaic Technologies, LLC shall have the right to prohibit conduct performed in connection with the Infosaic Technologies, LLC System, the Content or the Customer Web Site which may be harmful, tortious or unlawful, as determined in the sole discretion of Infosaic Technologies, LLC. Infosaic Technologies, LLC shall have the right to monitor Customer Web Site and may in its sole discretion remove or delete any Content. Infosaic Technologies, LLC shall have the right to view and disclose any Content as permitted by law. Notwithstanding any Infosaic Technologies, LLC rights or provisions hereunder, Infosaic Technologies, LLC shall have neither any obligation nor duty to prohibit, monitor, remove, delete, view or disclose any conduct or Content.
Customer hereby acknowledges that using the Infosaic Technologies, LLC System to obtain, store, access, distribute, transmit, display or view pornographic materials may violate applicable laws, including but not limited to, the Child Pornography Statute under 18 U.S.C. 2252, et seq. and any Ohio or other Statutes and may subject Customer to civil and criminal liability. The Infosaic Technologies, LLC System shall not be used in violation of, or to encourage or aid the violation of, any such laws.
Customer shall ensure that chain letters and pyramid schemes are not transmitted, stored or organized using the Infosaic Technologies, LLC System.
Customer hereby acknowledges that using the Infosaic Technologies, LLC System to provide gambling services or to obtain, store, access, distribute, transmit, display or view gambling information may violate applicable laws and may subject Customer to civil and criminal liability. The Infosaic Technologies, LLC System shall not be used in violation of, or to encourage or aid the violation of, any such laws.
Customer shall not spam (defined as unsolicited email in any volume) or send numerous or bulk email messages.
INTELLECTIONAL PROPERTY Title to Proprietary Information, including all ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Infosaic Technologies, LLC.
Customer hereby acknowledges and agrees that the Proprietary Information (excluding Coding lawfully accessible through the Internet) derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts by Infosaic Technologies, LLC under the circumstances to maintain its secrecy; and is a trade secret as defined under applicable state statutes.
Infosaic Technologies, LLC shall not have or accrue any title or ownership interests to the Customer Materials including any ownership rights to patents, copyrights and trade secrets therein. Customer hereby grants Infosaic Technologies, LLC a non-exclusive, irrevocable, perpetual, world-wide, transferable and unrestricted license to (i) use, reproduce, display, perform and modify the Customer Materials; (ii) to integrate the Customer Materials with the Proprietary Information; (iii) prepare derivative works based on Customer Materials; (iv) distribute copies of Customer materials to Consultants; and (v) grant Consultants sublicenses to use, reproduce, display, perform, modify and prepare derivative works for purposes of maintaining and hosting the Customer Web Pages.
Customer shall maintain Confidential Information in strict confidence. Customer shall not disclose Confidential Information except to Authorized Persons. Customer shall not copy or use Confidential Information except as otherwise permitted under the Agreement. The Proprietary Information (excluding Coding lawfully accessible through the Internet) shall be deemed Confidential Information of Infosaic Technologies, LLC In the event Infosaic Technologies LLC and customer cancel or terminate this agreement, all confidential information shall be returned to Infosaic Technologies, LLC or destroyed within 30 days of cancellation or termination. Customer agrees to cooperate with verification of this obligation.
Customer hereby acknowledges and agrees that Infosaic Technologies, LLC shall have the right to use the name of Customer, including the Customer Web Site, for reference as a customer of Infosaic Technologies, LLC services for referral and marketing purposes. Customer hereby authorizes Infosaic Technologies, LLC to maintain on the Infosaic Technologies, LLC Web Site a Link to the Customer Web Site.
Customer shall not reverse engineer the Software and shall not allow the Software to be reversed engineered nor cooperate with any attempt to reverse-engineer the Software.
The terms and provisions of the Intellectual Property section shall survive termination and cancellation of this Agreement.
TERMINATION This Agreement shall only be terminated as provided below.
This Agreement shall be valid for the Term. The Term shall renew for one year on each anniversary of the Hosting Date unless terminated by written notice.
Either party may terminate this Agreement for convenience upon providing thirty days Termination Notice to the other party.
If a party violates its obligations under this Agreement, the other party may cancel the Agreement by sending Cancellation Notice, describing the noncompliance to the non-complying party. The non-complying party shall have thirty days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required thirty-day period, the party providing Cancellation Notice shall have the right to cancel this Agreement as of the thirty-first day after the date of the Cancellation Notice.
Notwithstanding the previous paragraph, Customer failure to pay an invoice when due shall be sufficient cause for immediate cancellation of this Agreement by Infosaic Technologies, LLC as provided hereunder. Infosaic Technologies, LLC shall exercise such right of cancellation by submitting Nonpayment Notice to Customer.
Upon termination or cancellation of this Agreement by Customer, Infosaic Technologies, LLC shall be entitled to retain all payments rendered to Infosaic Technologies, LLC under this Agreement for the Services or in anticipation of the Services. Termination or cancellation of this Agreement shall not terminate or cancel any payment obligation of Customer. However, if the customer wishes to terminate this Agreement within the first 30 days of the original sign up date, in compliance with the 30-day money back guarantee due to unsatisfactory performance, the customer will be entitled to a full refund minus the cost of a purchased domain name (if domain purchase applies).
Customer hereby acknowledges and agrees that regardless of any right to cure late payment, Infosaic Technologies shall have the right to deactivate and remove a component of the Customer Web Site or the entire Customer Web Site from the Infosaic Technologies, LLC System, including (without limitation) the Login, upon the occurrence of any breach of the terms of this agreement, regardless of whether such breach results in termination or cancellation of this agreement.
The terms and provisions of this Termination section shall survive termination and cancellation of this Agreement.
WARRANTY
Services Warranty: The Services to be provided by Infosaic Technologies, LLC under this Agreement shall be performed on a best efforts basis and shall conform to the standards generally observed in the industry for similar services.
Express Warranties: Customer hereby acknowledges and agrees that Infosaic Technologies, LLC (including officers, Associates, agents and directors of Infosaic Technologies, LLC) has not made or granted any express warranties concerning the Services except for the service warranty as mentioned above.
DISCLAIMER: The warranty set forth in the services warranty section is in lieu of all other warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Infosaic Technologies, LLC (INCLUDING OFFICERS, DIRECTORS, ASSOCIATES AND AGENTS OF Infosaic Technologies, LLC) hereby disclaims and customer hereby waives all warranties, express or implied, including, but not limited to, all implied warranties of fitness for a particular purpose and all implied warranties of merchantability, and including any warranty that the Customer Web Site complies with any applicable laws or regulations. Infosaic Technologies, LLC (INCLUDING OFFICERS, DIRECTORS, ASSOCIATES AND AGENTS OF Infosaic Technologies, LLC) DOES NOT WARRANT AND CUSTOMER HEREBY WAIVES THAT USE OF OR ACCESS TO THE Infosaic Technologies, LLC SYSTEM, BY CUSTOMER, USERS, OR ANY THIRD PARTY, WILL BE UNINTERRUPTED OR ERROR FREE. Infosaic Technologies, LLC DOES NOT MAKE ANY WARRANTY AND CUSTOMER HEREBY WAIVES ANY WARRANTIES THAT THE Infosaic Technologies, LLC DATA WILL NOT BE LOST OR CORRUPTED. Customer hereby acknowledges and agrees that use of the INTERNET or the customer web site shall be at the sole and exclusive risk of Customer and subject to restrictions, term and conditions, rules, regulations, policies, applicable laws and codes of conduct governing the Internet and the customer web site.
Access: Customer hereby acknowledges and agrees that access to the Customer Web Site may be affected by local market network telecommunication activity, capacity and compatibility with third party communication equipment, Internet access software and browser. Infosaic Technologies, LLC hereby disclaims and Customer hereby waives any and all Infosaic Technologies, LLC responsibility for any Defect, in connection with local market network telecommunication activity, capacity and compatibility with third party communication equipment, Internet access software and browser.
Down-time: Customer recognizes that the Infosaic Technologies, LLC System may be inaccessible during down-time for inoperability, repair, modification or maintenance of the Infosaic Technologies, LLC System. Infosaic Technologies, LLC (including officers, agents, directors, and Associates of Infosaic Technologies, LLC) shall not be liable for any loss or expense incurred directly or indirectly by Customer or Users due to such inaccessibility.
Access Denial: Infosaic Technologies, LLC shall have the right to deny, refuse, interrupt, terminate or prevent access by any User to the Infosaic Technologies, LLC System for any reasonable purpose as determined by Infosaic Technologies, LLC. Infosaic Technologies, LLC shall have no duty or obligation to deny, refuse, interrupt, terminate or prevent access by any User to the Infosaic Technologies, LLC System.
Rejection: Customer hereby acknowledges and agrees that the use or registration of the Customer Domain Name may be rejected by the Registration Company or opposed by a third party. Infosaic Technologies, LLC shall not be responsible for any such rejection or challenge. Terms and conditions of domain registration are governed by Enom (or such other registrar as Infosaic Technoligies, LLC may use) and Customer is responsible for complying with said terms and conditions which can be reviewed at http://www.enom.com/terms/agreement.asp.
Services: The personnel assigned to perform the Services shall be determined solely by Infosaic Technologies, LLC. The Services shall be performed at the office facilities of Infosaic Technologies, LLC, unless otherwise required (as determined exclusively by Infosaic Technologies, LLC.)
Continuation: The terms and conditions of this Warranty section shall survive termination and cancellation of this Agreement.
IDEMNIFICATION
Limitation of Liability: Infosaic Technologies, LLC shall not be liable to Customer or a third party under this Agreement or in connection with the use, performance and operation of the Customer Web Site; the Content, the Services and any loss of Customer or third-party data or information for any lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including negligence, regardless of whether Infosaic Technologies, LLC has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.
Limitation of Damages: The liability of Infosaic Technologies, LLC for any reason and for any cause of action whatsoever in connection with this Agreement, the Customer Web Site, the Content and the Services, regardless of the form of action, whether direct or indirect, in contract or in tort, including negligence, shall be limited to the amount of money received by Infosaic Technologies, LLC from Customer pursuant to this Agreement in the Term during which such damages or liability arose.
Infringement: Customer shall release, defend, indemnify and hold harmless Infosaic Technologies, LLC (including officers, directors, agents and Associates of Infosaic Technologies, LLC) from and against any and all claims, damages, liability, expenses, fees, costs and attorney and paralegal fees arising in connection with any third party claims of infringement or violation of any ownership rights to patents, copyrights, trademarks, domain registration or trade secrets in connection with any use of Content and Links used in the Customer Web Page by Infosaic Technologies, LLC. Customer shall defend and settle at its sole expense all suits or proceeding arising in connection with any such third party claim. Customer shall not enter into any agreement, which impairs the right of Infosaic Technologies, LLC to use the Content and Links in accordance with this Agreement. In all events, Infosaic Technologies, LLC shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. If use of the Content or Links is disrupted as a result of a third party claim, Infosaic Technologies, LLC shall have the right to remove Content or the Links. The foregoing remedy shall be non-exclusive and in addition to any other legal or equitable remedies Infosaic Technologies, LLC may have or accrue.
Indemnification: Customer shall defend, indemnify and hold harmless Infosaic Technologies, LLC and its officers, directors, employees and agents, from and against any and all losses, costs, claims, suits, obligations, demands, damages, liabilities, expenses and reasonable attorney and paralegal fees on account thereof resulting from (i) any claims related to Customer Services, performance of Customer Web Site and Infosaic Technologies, LLC System, use of the Customer Web Site and Infosaic Technologies, LLC System by Customer or Users (including, without limitation, any claim for breach of warranty, libel, slander, invasion of privacy, false advertising, claims of copyright infringement, patent infringement, trademark infringement or dilution, misappropriation of trade secrets, loss of data and information, defamation, harassment, or fraud); (ii) injuries, including death to persons or damage to property, theft, emotional distress, which arise out of or result from the acts (or failure to act) of Customer or Users using the Customer Web Site and Infosaic Technologies, LLC System and any breach by Customer of the obligations of Customer under this Agreement; (iii) any claims related to Content and data or information supplied by Customer to Infosaic Technologies, LLC in connection with the Customer Web Site, including use of Customer Domain Name and (iv) the fault or negligence of Customer including Customer intentional wrongful acts. This Section shall survive termination and cancellation of this Agreement.
Force Majeure: Infosaic Technologies, LLC shall not be liable for any failure to perform its obligations under this Agreement or any failure of the Customer Web Site or the Infosaic Technologies, LLC System because of circumstances beyond the control of Infosaic Technologies, LLC, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government or governmental authority, declarations of governments, laws, court orders, rejection, expiration or suspension of Domain Name by Registration Company, transportation delays, power failure, computer failure, failure of Customer computer system, Infosaic Technologies, LLC System downtime for routine maintenance, network problems, viruses, hacker activity, telecommunications failure, failure of Customer to cooperate with the reasonable requests of Infosaic Technologies, LLC, misuse of Customer Web Site or the Infosaic Technologies, LLC System by Customer or a third party and breach of this Agreement by Customer.
MISCELLANEOUS
Notice: Notices shall be via email to the email address provided by the customer. Any notice sent to the customer�s email account shall presumptively be deemed received the date it was sent. Customer shall likewise send all notices via email to Infosaic Technologies, LLC at the following email address:
Infosaic Technologies, LLC�s physical address is:
Infosaic Technologies, LLC
300 Marconi Blvd. Suite 302
Columbus, OH 43215 USA
Entire Agreement: This Agreement contains the entire understanding of the parties and supersedes previous verbal and written Agreements between the parties concerning the subject matter of this Agreement. This Agreement shall not be modified in any way except with the written approval of Infosaic Technologies, LLC. This agreement is regularly updated by Infosaic Technologies, LLC The updated version is available on its website. Customer, by payment of any term, accepts any modifications to the terms of this agreement. Customer is encouraged to visit the agreement on-line monthly to address any future updates.
Equitable Remedies: The parties hereby acknowledge that damages at law may be an inadequate remedy to Infosaic Technologies, LLC. Therefore, Infosaic Technologies, LLC shall have the right of specific performance, injunction or other equitable remedy in the event of a breach of this Agreement by Customer.
Severability: If a provision of this Agreement or a portion thereof is rendered invalid, void, unlawful, or unenforceable, the remaining provisions or portions thereof shall remain in full force and effect.
Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.
Governing Law: This Agreement shall be governed by the laws of the State of OHIO without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction, and the exclusive venue shall be in the State courts of Franklin County, Columbus, Ohio.
Waiver: Waiver of breach of this Agreement shall not constitute waiver of another breach. Failing to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the party waiving such provision.
Relationship of the Parties: Nothing herein shall be construed as creating a partnership relationship, employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party maintains its separate identity. Assurances: Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate to the best of their knowledge.
Litigation Expense: In the event of litigation arising out of this Agreement, each party shall pay its own costs and expenses of litigation.
DATED 10/06