Terms

Terms of service continued from the proposal contract: Please read prior to committing to any work
By signing the contract you the client agrees to the following terms

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continued from written proposal...

  1. Term of Agreement. This Agreement shall commence on the date written within the proposal. Unless terminated earlier under Section 12 ("Termination"), this Agreement shall continue in full force and effect until either party terminates by giving the other party at least sixty (30) days advance written notice of at least thirty (30) days advance written notice after the contract expires. The customer will be required to pay a contract cancellation fee equal to 2 months of hosting if the customer cancels the contract within the terms.

  2. Proprietary Rights. The Hosting Provider owns and, during the Term, hereby licenses for use as an integrated part of the Web Site on a non-exclusive basis all preexisting data, databases, graphics, templates, software programs (including JAVA applets), and other material contributed by it to the development or operation of the Web Site. Subject to the foregoing sentence and receipt of final payment in full, Host Provider agrees that to the extent of new authorship, the Web Site (including its constituent parts) constitutes "work for hire" under Federal Copyright Law (17 U.S.C. Section 101) owned exclusively by Customer and, alternatively, irrevocably assigns to Customer all ownership rights and irrevocably waives all other rights (including moral rights) it might have in the Web Site. Upon termination, Host Provider shall delete the Web Site from the Host System and, subject to final payment, deliver it to Customer on magnetic media. The Customer shall own the portion of the Uniform Resource Locator (URL) unique to the Web Site and, for use on the Internet, of all trademarks or service marks associated with it.

  3. Confidentiality.

(a) Email Privacy. It is the Host Provider's policy to respect the privacy of electronic mail stored on or transmitted through the Host System. Electronic mail messages may be encrypted by Customers or users. The Host Provider will not intentionally disclose the content of electronic mail to anyone other than the addressee, authorized recipients, or to those who provide forwarding or delivery services, without the consent of the sender, the recipient, or as required by law. The Host Provider reserves the right to examine electronic mail if it reasonably believes it violates this Agreement, any applicable law, or if the disclosure is required by court order or law enforcement authorities. Host Provider may periodically delete unread or archival copies of electronic mail at published intervals and upon the termination of this Agreement.

(b) Confidentiality. Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including, without limitation, technical information and development techniques, business and financial information, visitor lists, and other information designated by a party as confidential or proprietary. Confidential Information does not include (i) information that is already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, or (iii) information received by a party from a third party who was free to disclose it. Each party agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose the other party's Confidential Information except in performing its obligations under this Agreement. Each party shall use the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall it use less than due diligence and care. Neither party shall alter or remove from any Confidential Information of the other party any proprietary, copyright, trademark, or trade secret legend.

  1. Non-solicitation. During the Term and for a period of one (1) year thereafter, Customer agrees not to hire, solicit nor attempt to solicit the services of any employee or subcontractor of Host Provider without the prior written consent of Host Provider. If an employee is employed, in any way, by the contractor within the period of one year, a Ten thousand dollar ($10,000) solicitation fee will be charged to the Contractor

  2. Injunctive Relief. The parties acknowledge that violation by one party of the provisions of Section 4 ("Proprietary Rights"), Section 5 ("Confidentiality"), or Section 6 ("Non-solicitation") would cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is agreed that temporary and permanent injunctive relief shall be available without the necessity of posting a bond to prevent any actual or threatened violation of such provisions.

  3. Force Majeure. The Host Provider is excused from any failure or delay in performance of responsibilities otherwise imposed by this Agreement for any cause beyond its reasonable control. Such causes include, without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses, and incompatible or defective equipment, software, or services not supplied by Host Provider. Nothing herein enlarges any warranty or diminishes any disclaimer provided in Section 10 ("Warranties").

  4. Regulation of Certain Content. Host Provider is a mere distributor and is relying on Customer to prescreen or editorially control the content of Customer's Web Site. Host Provider reserves the right to request the removal of information in the Web Site brought to its attention which it deems detrimental to the Host System or any person.

Customer agrees not to include in the Web Site any material which violates or infringes the rights of any person or which a reasonable person would consider abusive, profane, or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law. Customers will not disseminate so-called "chain letters," pornographic or obscene movies or graphic images. To protect itself, Host Provider may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Customer's violation of these provisions and to any law enforcement agency serving a warrant or subpoena on the Host Provider.

  1. Warranties. The following provisions are subject to Section 11 ("Limitation of Liabilities").

(a) Non-infringement Warranty. Customer warrants that any technology, information, or material (other than Host Provider's own material) distributed through the Web Site will not infringe or misappropriate any copyright, trademark, patent, or the trade secrets of any third persons, or otherwise violate this Agreement or any applicable law. Customer will defend, indemnify and hold Host Provider harmless from all liability and expense (including attorney fees) arising from any claim to the contrary.

(b) Limited Performance Warranty. Host Provider warrants to Customer that it will make a reasonable effort during the Term of this Agreement to perform its services in a competent and workmanlike manner and to ensure the Web Site operates substantially according to the agreed-to specifications and in compliance with the Year 2000 Standards (meaning the operating system and other components supplied by Host Provider can accurately handle 20th and 21st-century four-digit dates). Host Provider does not warrant that it will be able to correct all reported defects or that use of the Web Site will be uninterrupted or error-free. Host Provider makes no warranty regarding features or services provided by third parties (especially Internet telecommunications service or Web "browser" software), which are provided "as is" and "as available." EXCEPT AS SET FORTH ABOVE, HOST PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED. HOST PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. STATEMENTS REGARDING THE YEAR 2000 ARE "THE YEAR 2000 READINESS DISCLOSURES" ENTITLED TO CERTAIN PROTECTIONS UNDER FEDERAL LAW.

  1. Limitation of Liabilities. The following provisions are a material condition of this Agreement and reflect a fair allocation of risk:

(a) Remedies. Customer agrees that if the Host Provider violates any warranty or other provision of this Agreement, and Host Provider determines that repair or other corrective action is not economically or technically feasible, Customer's sole and exclusive remedy will be to obtain a refund of amounts paid by Customer to Host Provider for services rendered hereunder during the Term hereafter.

(b) Liabilities. HOST PROVIDER IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE PAID BY CUSTOMER FOR SERVICES HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO ANY CLAIM. IN NO EVENT SHALL HOST PROVIDER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS FEES) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

  1. Termination. Either party may suspend or terminate this Agreement if the other party materially breaches any provision and fails within ten (10) days of written notice to correct such default or commence corrective action reasonably acceptable to the aggrieved party and proceed with due diligence to correction. Termination shall have no effect on the parties rights and obligations under Section 4 ("Proprietary Rights"), Section 10 ("Warranties"), Section 11 ("Limitation of Liabilities") or Section 14 ("Export Regulations"). For a period of thirty (30) days following termination, the Host Provider shall upon request include in any Internet web page that it continues to operate at the same domain a public notice of Customer's forwarding URL address and, for a reasonable fee, provide a hyperlink connecting visitors to Customer's new Web Site.

  2. Disputes, Choice of Law. Except for actions for certain injunctive relief authorized under Section 7 ("Injunctive Relief") which may be brought in a court of competent jurisdiction at any time, the parties agree that all disputes shall be submitted to a single arbitrator for non-binding arbitration under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall be limited to remedies otherwise available in court and shall include a written explanation of the decision. If the parties are still unable to reconcile their differences after the arbitrator issues its award the dispute may then be taken to court by either party. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND RHODE ISLAND, AND ANY ACTION SHALL BE

INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE.

  1. Export Regulations. The transfer of technology across national boundaries is regulated by the U.S. Government. Customer agrees not to export or re-export (including by way of electronic transmission) any data or technology derived from its Web Site without first obtaining any required export license or governmental approval. Customer shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce. This provision and the assurances made herein shall survive termination of this Agreement.

  2. U.S. Government Restricted Rights. The Web Site (including underlying technology and documentation) is a "computer database" that constitutes "restricted computer software" and is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in the Rights in Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable.

  3. Miscellaneous. This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing request by the party against whom enforcement is sought. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect. Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement.

(a) Midfield Technologies is not responsible for the development of an assemblage of text, graphics, applications, and content supplied by a 3 rd party. It is the responsibility of the client to provide Midfield Technologies with such assemblage of text, graphics, applications, and content. Additional costs apply for Midfield Technologies to work with 3 rd parties unless otherwise agreed upon.

(b) Midfield Technologies holds the right to incorporate a corporate logo within the footer of the first page or home page of the Customers Site.

(c) Midfield Technologies holds the right to make changes and updates to these terms. It is the responsibility of the client to check this page to be informed of changes.

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