Terms & Conditions
Last Revised: November 8, 2017
This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between IndustryWeb.com, a California limited liability company (“Industry Web, LLC”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.
Industry Web, LLC may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Industry Web, LLC may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Account”) information current. Industry Web, LLC assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
Fees/Withdrawal – Our fees and payments schedules for such services will be the fee/schedule provided on Appendix A. You understand and agree that we may withdraw from the present Engagement at any time for any reason at our sole discretion. In particular, you agree that if you fail to provide the requested information or pay for services for this Engagement on the agreed upon schedule, we either may discontinue performing services for you until all outstanding balances are paid and/or may withdraw from the Engagement ten (10) days after the mailing of written notice to you at the same address to which statements are sent. You recognize that any discontinuation of work or withdrawal by us could seriously harm your interests, but nevertheless specifically give your consent to us to do so and to any court of law, arbitrator or other forum to allow us to withdraw if we choose to withdraw from this Engagement for any reason at our sole discretion.
Hardware and Software Warranties, If Applicable – During the course of the Engagement, we may recommend the purchase, installation or use of computer or technological hardware, software, communications, servers, hosting services and other services by your company. Warranties, to the extent they exist, are provided only by the manufacturer/developer/vendor of those computer products. We will do our best to provide appropriate recommendations when available, but the final decision and responsibility to purchase or use any computer products or service is at your sole discretion.
No Exclusivity – The parties expressly acknowledge that this Engagement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by IW, and IW shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by IW.
Indemnification – Client shall indemnify, defend, hold harmless and save IW and its employees, contractors, officers and directors from all suits or other claims, including but not limited to, those involving issues with hardware/software implementations and updates, loss of data, hosting, e-mail, code base, framework, open service code, cloud failure, data corruption, site corruption, third party tools and systems, server import/export, server interruption and/or failure, implementation of non-custom solutions, auto updates, and any unlawful use of trademarks/logos/indicia.
IW’s Obligations to Client – IW will act in good faith during the course of the Engagement, and will undertake efforts to identify possible sources of data corruption prior to developing Client’s website. In the event of data corruption, data loss or the like, IW will undertake diligent efforts to find and/or restore corrupt or lost data. IW’s remedial services are separate and distinct from those identified in Appendix A and, accordingly, will be subject to additional fees/costs. IW will provide Client with an estimate of the fees/costs prior to commencing remedial services.
Further, as your developer, IW will have access of information provided by you from your correspondence, worksheets, documents and discussion. As your developer, IW is required to keep all information about your Engagement confidential so we will not disclose any information about you unless we have your approval or are required by law. This applies even if you are no longer a client.
We are committed to safekeeping of your confidential information and we maintain physical, electronic, and procedural safeguards to protect your information. Although we use services that are deemed to be secure, you assume any risk of transmitting information to us electronically.
Client’s Intellectual Property – Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to IW a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client content solely in connection with IW’s performance of this Engagement.
Third Party Intellectual Property – All Third Party Materials are the exclusive property of their respective owners. IW shall inform Client of all Third Party Materials that may be required to perform the services. Client hereby indemnifies, saves and holds harmless IW from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the services to be performed.
IW’s Intellectual Property – During the course of the Engagement IW may create, author and/or develop original artwork and/or designs. Everything that is not Client Content or Third Party Materials shall be deemed the intellectual property of IW. IW shall retain all rights and title in and to any original artwork/design it produces. Client will be given a non-exclusive, revocable license to use IW’s Intellectual Property that was produced during this Engagement.
Non-Solicitation – Client agrees that it will not solicit engagement with any of IW’s Employees, and/or Independent Contractors for five (5) years following the termination of this Engagement.
Force Majeure – A Party shall be not be considered in breach of or in default under this Engagement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, power loss, server interruption, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
Assignment – The Engagement can only be assigned to a third party with prior written approval of the non-assigning party. Client agrees that it will not designate and/or use developers for the purposes of this Engagement without the prior written authority of IW.
Entire Agreement – This Engagement, including its recitals, contains the entire understanding between the parties and supersedes all prior or contemporaneous communications, agreements, and understandings between the parties. This Engagement may be modified only by a written amendment executed by both parties and made a part hereto by incorporation.
Governing Law and Venue – The validity and interpretation of this Engagement and the enforcement thereof shall be governed by the laws of the state of California. All questions with respect to the construction of this Engagement or the enforcement of the rights, duties, obligations and liabilities of the parties will be resolved by Arbitration in Santa Barbara County, California.
Attorneys Fees – The prevailing party in any action brought for the enforcement or interpretation of this Engagement shall be entitled to receive from the losing party a reasonable sum for its attorneys’ fees and costs of arbitration, in addition to any other relief to which it may be entitled.