For the purposes of this agreement the words "Uniwebb","We", "Our" and "Us" refer to Uniwebb Software and "Site" to materials delivered on www.uniwebb.com and other co-branded versions of the site.
The material on this site is copyright © Uniwebb Software Resources and/or its suppliers unless otherwise indicated. This site is owned and operated by Uniwebb Software, and material is protected by international copyright and trademark laws.
Information contained on this Site is for personal use only and may not be sold or redistributed. You may download material from this site for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.
Information published by Uniwebb Software is intended to provide general information in summary form on legal and other issues. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the service or on the Internet generally.
In no event will Uniwebb Software be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon the information provided through the Site.
Uniwebb Software has provided links and pointers to Internet sites maintained by third parties. Such linked sites are not under the control of Uniwebb Software and Uniwebb Software is not responsible for the contents (including the accuracy, legality or decency) of any linked site or any link contained in a linked site. Uniwebb Software is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Uniwebb Software of the linked site. Uniwebb Software is not responsible for the copyright compliance of any linked site.
Uniwebb Software does not warrant that the service will be uninterrupted or error-free or that defects in the service will be corrected. You also understand that Uniwebb Software cannot and does not guarantee or warrant that files available for downloading through the Site or delivered via electronic mail through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
While Uniwebb Software takes all due care in ensuring the privacy and integrity of the information you provide, the possibility exists that this information could be unlawfully observed by a third party while in transit over the Internet or while stored on Uniwebb Software systems. Uniwebb Llc. accepts no liability should this occur.
To become a registered user, you provide a password and a login name. You are entirely responsible if you do not maintain the confidentiality of your password and login name. Furthermore, you are entirely responsible for any and all activities that occur under your login name. You may change your password or login at any time by following instructions; you may also delete services attached to your registration at your convenience.
You agree to immediately notify Uniwebb Software of any unauthorised use of your login name or any other breach of security known to you.
Uniwebb Software has provided links and pointers to Internet sites maintained by third parties. Third party services and products advertised on this website are the responsibility of the third party and their inclusion on this website does not imply endorsement by Uniwebb Llc.. Uniwebb Software will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or third party service provided.
By submitting a contact form from uniwebb.com, our affiliated sites, or contacting us by email or phone, you and Uniwebb Software enter into the following agreement.
This Confidentiality, Non-Disclosure, and Non-Competition Agreement (this "Agreement") is made and entered into as of the earlier of the date of form submission or first contact (the "Effective Date"), by and between, Uniwebb Software, ("Uniwebb"), having a mailing address at 9245 Laguna Springs Dr., Suite 200, Elk Grove, CA 95758 and the person and/or organization making said submission, (referred to as "Counterparty"), having a place of residence/ business specified in said contact form or correspondence. Uniwebb Software and the Counterparty shall be collectively referred to as the "Parties," or individually as each "Party."
WHEREAS, Uniwebb's and Counterparty's desire to enter into this Agreement to provide for, among other things, the performance of certain consulting and other professional services by Uniwebb for Counterparty and/or by Counterparty for Uniwebb.
NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and intending to be legally bound hereby, each of Uniwebb and Counterparty agrees as follows:
1. Confidentiality Agreement. For the purposes of this Agreement, "Confidential Information" means all trade secrets and confidential and proprietary information relating to the Parties, individually or jointly, including, without limitation: (a) supplier and customer lists, supplier and customer-specific information, user lists, vendor lists and content provider lists; (b) planning data and selling and marketing strategies; (c) product and process designs, formulas, processes, plans, drawings, concepts, techniques, systems, strategies, software programs and works of authorship; (d) manufacturing and operating methods; (e) research and development data and materials, including those related to the research and development of products, materials or manufacturing and other processes; (f) financial and accounting information, financial and accounting records, pricing information, projects, budgets, projections and forecasts; (g) all industrial and intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, databases, algorithms, computer programs and other software, know-how, trade secrets, proprietary processes and formulae, inventions, trade dress, logos, design and all documentation and media constituting, describing or relating to the above; and (h) other information with respect to the Parties, which is or should reasonably be understood to be confidential or proprietary and which, if divulged to the Parties' competitors, would impair Parties' abilities to compete in the marketplace.
2. Protecting Confidential Information. The Parties agree at all times on and after the date hereof to preserve and protect the confidentiality of the other Party's Confidential Information and all its physical forms, whether disclosed to it before or after this Agreement is signed. In addition, the Parties agree not to (a) disclose or disseminate Confidential Information to anyone, including employees, consultants or other affiliates who lack a need to know and (b) use Confidential Information for its or any third party's benefit.
3. Services Confidentiality. Counterparty acknowledges that the disclosure of any information relating to Counterparty's work with Uniwebb, including but not limited to dates of service, payment terms, this Agreement, and the identities of other individuals, clients, and vendors emanating from Counterparty's relationship with Uniwebb, constitutes Proprietary Information and that Uniwebb's business would be injured if Counterparty were to disclose any such information. Counterparty agrees not to disclose any such information to any third-party or individual for perpetuity. Counterparty agrees to keep the identities of all Uniwebb clients, vendors, and all other affiliates confidential under the terms of this Agreement.
4. Exclusions. The foregoing obligations will not apply to any information that either Party can establish to have (a) become known to said Party from a source other than the other Party, (b) been given to either Party by a third party who is not obligated to maintain confidentiality, (c) been developed by either Party prior to completing this agreement, or (d) been disclosed under operation of law, except that each Party will notify the other Party prior to such disclosure, disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
5. Return of Confidential Information. Neither Party shall take, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the other Party or concerning any of its dealings or affairs otherwise than for the benefit of the other Party. The Parties shall not use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the disclosing Party and that immediately upon request by said Party, the other Party shall deliver all of the foregoing, and all copies thereof to the original Party at its main office.
6. Non-Poaching. Counterparty expressly agrees not to engage in work of any kind with Uniwebb's clients, employees, vendors, contractors, customers, and other associates, including but not limited to prospective clients and sales leads, through which Counterparty receives primary knowledge of and contact with through Uniwebb or Services provided by Counterparty to Uniwebb(collectively "Uniwebb's Associates") without the express written consent of Uniwebb. Counterparty agrees not to hire, contract, solicit, or otherwise contact Uniwebb's Associates without Uniwebb's written permission. Furthermore, Counterparty is prohibited from being hired, working with, being contracted, or providing services of any kind to any of Uniwebb's Associates without Uniwebb's express written permission. Even following the completion of Counterparty's services to Uniwebb, the provisions of this section will survive for perpetuity and be binding upon Counterparty, as well as Counterparty's heirs, successors, agents, and assigns.
7. Non-Disparagement. Counterparty expressly agrees not to make written or verbal claims or assertions in public or private which may be interpreted as disparaging or otherwise may have a negative impacts or consequences towards Uniwebb, its personnel, or principals. Counterparty agrees not to acknowledge or disclose any communications with Uniwebb, which Uniwebb classifies as "Confidential." Counterparty agrees not to make statements or claims about Uniwebb's work product or business practices which may cause damage or reflect negatively on Uniwebb.
8. Non-Competition. The Parties expressly agree not to use the other Party's Confidential Information for the purposes of establishing a competing business or using such information for the purposes of competition with the disclosing Party, or to otherwise benefit financially without the written consent of the other Party.
9. Attorneys' Fees and Costs. Uniwebb and Counterparty agree that in the event of a dispute arising under or related in any way to this Agreement, the non-prevailing Party shall pay all costs and expenses, including reasonable attorneys' fees, that may arise or accrue from enforcing this Agreement, obtaining an interpretation of any provision of this Agreement, or in pursuing any remedy provided by applicable law, whether such remedy is pursued or interpretation is sought by mediation, arbitration, the filing of a lawsuit, an appeal, and/or otherwise. Counterparty may not assign the provisions of this Agreement for the benefit of creditors without Uniwebb's written consent. Both Partie's agree that, in the event of a dispute arising under or related in any way to this Agreement, it will be in Uniwebb's discretion as to whether such dispute shall be resolved by an accredited and impartial arbitrator or by a court of law.
10. Governing Law. This Agreement and all disputes between the Parties concerning the subject matter hereof or thereof, shall be governed by and interpreted in accordance with the Laws of California or a jurisdiction of Uniwebb's choosing, without giving effect to its principles governing conflicts of law. Counterparty and Uniwebb agree that Jurisdiction of any litigation arising out of the terms of this Agreement, and other agreements between Uniwebb and Counterparty shall be in the Superior Court of California in Sacramento County, California, or a jurisdiction of Uniwebb's choosing.
11. Term of Agreement. The Parties agree that the terms of this Agreement shall survive termination of the Party's relationship and extend to perpetuity, unless otherwise specified in this Agreement. In the event that the term length of this Agreement are found to be unenforceable by a court of competent jurisdiction, the term length of this Agreement shall default to the term longest allowable by law in said jurisdiction, to be no less than at least two (2) years from the date of the end of a professional engagement between the Parties.
12. Non-Waiver. The Parties agree that the failure of either Party to take an action under this Agreement or the waiver of a breach of this Agreement shall not affect either Party's rights to require performance hereunder and shall not constitute a waiver of any subsequent breach. Furthermore, Parties agree that if any clauses of this Agreement are found to be invalid, all other clauses shall remain in full force.
13. Execution and Modifications. This Agreement shall be deemed executed by both Parties when Counterparty submits a contact form through Uniwebb's website or when Counterparty emails or phones Uniwebb. By using Uniwebb's website and/or services, Counterparty agrees to be bound by this Agreement. By hosting this Agreement on its Website, Uniwebb agrees to be bound by its terms and conditions once Counterparty has entered into this Agreement as explained above. From time to time, Uniwebb may modify the language of this Agreement as published on its Website. Counterparty shall be bound to the terms and language of the Agreement at the time of its execution. The terms of this Agreement may be modified by mutual written agreement of the Parties.
This Agreement was last updated on April 20, 2013.
By submitting a contact form from uniwebb.com, our affiliated sites, or contacting us by email or phone, you and Uniwebb Software or Uniwebb enter into the following agreement.
These terms and provisions constitute a Master Client Agreement and Terms of Service (the "Agreement") made between Uniwebb, having a mailing address at 9245 Laguna Springs Dr., Suite 200, Elk Grove, CA 95758 and Client ("Client"), the person and/or organization making said submission, or the person and/or organization submitting an Authorization Form, invoice, Order Form, inquiry, or Purchase Order for products or services (collectively referred to as "Authorization Form"), having a place of residence/ business specified in said contact form or correspondence. Uniwebb and the Client shall be collectively referred to as the "Parties," or individually as each "Party."
WHEREAS, Uniwebb and Client desire to enter into this Agreement to provide for, among other things, the performance of certain services by Uniwebb for Client and the sale or licensure or products to Client by Uniwebb.
NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and intending to be legally bound hereby, each of Uniwebb and Client agrees as follows:
1.1. Performance of Services. Uniwebb will provide Client with certain services as mutually agreed by Uniwebb and Client, and any incidental services, functions or responsibilities not specifically described in this Agreement or Authorization Form, but that are required for the proper performance of such described services, functions and responsibilities (collectively, the "Services"). Uniwebb shall complete performance of the Services in compliance with this Agreement, Authorization Form, and all applicable laws, rules, regulations and court orders.
1.2. Reports. Uniwebb shall provide oral or written reports on the progress of the Services as may be reasonably requested from time to time by Client. In addition, Uniwebb shall also review with Client, as reasonably requested, documents, files, software, programming code, and other materials and media that are developed as part of Services ("Developed Materials") in their present form at the time of the request. Uniwebb reserves the right to withhold any and all Developed Materials, or request the return or destruction of Developed Materials previously provided to Client, due to non-payment or other reasons, as further defined in this Agreement.
1.3. Uniwebb Personnel. The persons assigned by Uniwebb to perform the Services shall have appropriate technical and professional skills to enable them to perform the Services and shall perform their duties in a professional manner, consistent with generally accepted industry standards. While at Client's facilities, all persons assigned by Uniwebb to perform the Services shall observe and follow Client's reasonable work rules, policies and standards as the same are communicated to Uniwebb. Uniwebb shall perform the Services either at Client's or Uniwebb's facilities and that of Uniwebb's personnel, as appropriate and as agreed to by the parties.
2.1 Client Ownership of Deliverables. During the course of Services or provision of Products, Uniwebb may develop materials and media, for Client's use and retention, defined in Section 1.2 as "Developed Materials." These Developed Materials may include graphics, written copy, images, software code, data, documents, and other media. Developed Materials is herein further defined as such materials created by Uniwebb exclusively and specifically for Client, to which Uniwebb releases in writing any claim of ownership or rights of use, outside of Services to Client. Generally, Developed Materials shall include materials which have been created and fundamentally rely upon use of Client's Proprietary Materials (as defined in this Agreement) to function and exist. This includes such items as Client's website front-end, as served to visitors, documentation created by Uniwebb personnel covering Clients project and Services provided, and other materials which are expressly created solely for use by Client. Developed Materials shall not include such materials and items as have previously been created by Uniwebb, or created for use by others, and not exclusively by Client. Even if materials have been created, modified, enhanced, or otherwise changed during the course of the performance of Services to Client, such materials shall not be deemed to have been developed 1) fundamentally relying upon Client's Proprietary Materials or 2) exclusively for use and ownership by Client.
2.2 Delivery of Developed Materials. Client understands that ownership of Developed Materials is transferred by Uniwebb to Client in accordance with this Agreement. This process is termed the "Delivery" of Developed Materials. Uniwebb reserves the right to withhold the Delivery of Developed Materials if Client is in breach of this Agreement, other agreements between Uniwebb and Client, and/or Authorization Form, including, but not limited to non-payment of fees by Client to Uniwebb. Following the fulfillment of these agreements and full payment, as requested by Uniwebb, Uniwebb shall Deliver Developed Materials to Client, by providing written notice of transfer of ownership, together with any associated copyright and other intellectual property rights. Following Delivery, Developed Materials shall be the sole and exclusive property of Client and shall be treated as if they were works made for hire by Uniwebb for the Client. Following Delivery, Uniwebb irrevocably assigns, transfers and conveys to Client all right, title and interest in and to such Developed Materials, together with any associated copyright and other intellectual property rights.
2.3 Client Proprietary Materials. Client's Proprietary Materials are hereby understood to encompass materials and media provided by Client to Uniwebb for the purpose of Uniwebb's performance of Services, over which Client holds a claim of ownership, trademark, copyright, or other intellectual or proprietary rights, including such items as web domains, marketing materials, and other assets, items, and intellectual property. Uniwebb waives any claim to ownership of Client Proprietary Materials, and shall promptly return to Client or destroy any and all Client Proprietary Materials upon Client's written request. In addition, Uniwebb may purchase or acquire materials and intellectual property on Client's behalf, such as web domains, security certificates, and other types of certification. Uniwebb may elect to transfer these materials to Client, reclassifying them as Client Proprietary Materials, following the full reimbursement and repayment to Uniwebb of all expenses and costs associated with acquiring these materials. Uniwebb reserves the right to withhold the transfer of materials acquired by Uniwebb with the intent of transferring to Client as Client Proprietary Materials, if Client breaches this Agreement or Authorization Form, including but not limited to instances of Client's failure to make full payment to Uniwebb for Services.
2.4 Uniwebb Proprietary Materials. During the performance of Services by Uniwebb for the Client, Uniwebb may develop, modify, extend, alter, or otherwise make use of software components, intellectual property, and other proprietary assets and technologies, which do not constitute Developed Materials, as defined above, as they do not depend fundamentally on Client's Proprietary Materials to function or exist and/or were not created or modified by Uniwebb exclusively to provide proprietary ownership of said materials by Client. These materials shall be collectively known as "Uniwebb Proprietary Materials." Client and Uniwebb acknowledge that Uniwebb retains sole and exclusive ownership over Uniwebb Proprietary Materials. Use of Uniwebb Proprietary Materials during Uniwebb's Service to the Client, in conjunction or combination with Developed Materials or Client Proprietary Materials, or in any other way by Client is fully dependent on Uniwebb's authorization of such use. Uniwebb reserves the right to authorize or deny authorization of any such use, for any reason, with or without good cause, at any time, unless otherwise agreed in writing by Uniwebb. Uniwebb reserves the right to issue or deny the Client a license to use said Uniwebb Proprietary Components, without charge or for a fee.
3.1. Fees Overview. Uniwebb generally charges fees and receives payments under four types of fee structures 1) fees related to time and materials while performing Services 2) fees related to licensing or subscribing to the use of Uniwebb Proprietary Materials or Products 3) fees for the provision of certain Services or Products 4) fees tied to percentage commissions, royalties, or other types of metrics related to Services or Products provided. The applicable Authorization Form for Services will outline the specific fee structure for the Services provided as outlined in the Authorization Form. Uniwebb will inform the Client of different fees and fee structures for different types of Services and materials provided to Client, for which there may be provided additional Authorization Forms. However, Authorization Forms may not be provided in each instance, provided that Client has otherwise been notified of the fees and fee structure, by other means.
3.2. Time-Based Fees. Unless otherwise specified, and/or as agreed through Authorization Form or other agreement, Uniwebb's Services will carry fees based on the time spent during their performance. Following the execution of this Agreement through Authorization Form or by other means, as described in this Agreement, Client agrees to be subject to time-based and other fees charged by Uniwebb, as part of the Services provided by Uniwebb and the standard fees charged for such Services by Uniwebb as reasonably determined by Uniwebb. Client reserves the right to request reports of time spent on Services and associated fees at any time, to which Uniwebb shall provide the requested report of time and fees within a reasonable timeframe. Ultimately, it shall be Client's responsibility to request updates or reports of time usage and associated fees. While Uniwebb will strive to keep client informed, through such measures as making time records available online when possible, and through regular invoicing, Uniwebb is not responsible for Client's failure to stay abreast of time expenditure by Uniwebb and accrued fees. Client understands that excessive requests for time reporting may be subject to time-based fees for their preparation by Uniwebb. Client is responsible for requesting in writing budgeting parameters or imposing Service limits to act as guidelines for Uniwebb in limiting the time spent on the performance of Services. If such requests are made by Client, Uniwebb shall make a reasonable effort to ensure Services are not performed beyond the requested limits or guidelines. If no such requests or guidelines are provided by Client, it shall be at Uniwebb's discretion to perform Services in an amount and of a nature as Uniwebb's deems appropriate and necessary on Client's behalf, in accordance with generally-accepted Uniwebb standards and Uniwebb company policy. Client understands that the accrual of time-based fees for Services performed in no way represents any guarantee or warranty of specific-results, deliverables, or Developed Materials from Uniwebb. Uniwebb shall be responsible for ensuring reasonable ethical standards and guidelines for Uniwebb Personnel and service-providers, to ensure accurate and precise time reporting, and help prevent and remedy potential conflicts of interest in time-based billing.
3.3. Flat Fees. As agreed through Authorization Form or other agreements, Uniwebb's Services and Products may carry fixed fees based on licensing, sale, usage, or performance by Uniwebb. Client shall be made aware of these fees prior to being charged for them, whether by written instrument or other means. Following the execution of this Agreement through Authorization Form or by other means, Client agrees to be subject to any such fees contained therein, under the terms and provisions specific in this Agreement and any other agreements between Client and Uniwebb governing said fees.
3.4. Other Fees and Fee Structures. As agreed through this Agreement, Authorization Form or other agreements, Uniwebb's Services and Products may carry fees and fee structures other than those outlined in Sections 3.1, 3.2, and 3.3 of this Agreement. Client shall be made aware of these fees and/or fee structures prior to being charged for them, whether by written instrument or other means. Following the execution of this Agreement through Authorization Form or by other means, Client agrees to be subject to any such fees and/or fee structures contained therein, under the terms and provisions specific in this Agreement and any other agreements between Client and Uniwebb governing said fees and/or fee structures.
3.5. Expenses. Client shall pre-pay or reimburse Uniwebb for all pre-approved expenses, including but not limited to Third-Party Component costs, travel and living expenses, and other costs incurred by Uniwebb during the performance of Services or provision of Products. Any such expenses shall be reasonably incurred and properly documented by Uniwebb and Uniwebb's personnel. Uniwebb shall make Client aware of any expenses prior to incurring them for Client's approval. Following said approval, Client shall be obligated to make payment to Uniwebb as would govern other fees according to the provisions of this Agreement.
3.6. Payment. Client recognizes that timely and full payment is necessary for Uniwebb to operate as a business and provide Services and Products. Client recognizes that failure to make full payment in the manner outlined in this Agreement may cause damage to Uniwebb beyond the amount of payment due or the fees for Services and Products. As a condition of Service or Product provision, Client shall provide Uniwebb with valid information for making electronic payments to Uniwebb, as well as authorizing Uniwebb to make electronic withdrawals as outlined in this Agreement and any applicable Authorization Form. Client shall provide Uniwebb with valid bank account information, a valid credit card account, and/or other information, as requested by Uniwebb, which shall be used to make payment. Uniwebb shall charge Client for Services and Products in amounts and on a schedule as described in this Agreement and/or applicable Authorization Form. Client is responsible for ensuring that the bank accounts or lines of credit debited by Uniwebb include sufficient balances for full payment at the time of said charges. Uniwebb is not responsible for any charges, fees, or penalties that may result due to requests for electronic withdrawals from Client's accounts. In the event that Uniwebb is charge penalties or fees as a result of Client's failure to provide accurate payment information, or carry a sufficient balance, Client agrees to cover in full any such fees or expenses incurred by Uniwebb. In the event that Client fails to make payment in full to Uniwebb at the time of each withdrawal, Client agrees to do everything in its power to make payment as quickly as possible, by any means necessary. Uniwebb reserves the right to immediately stop Services, reclaim Products, and withhold the transfer of any Deliverables to Client if payment conditions are not met as set forth herein, as well as reclaim any previously provided Deliverables, as well as revoke any previously provided licenses for the use of Uniwebb's Proprietary Components or Products. Additionally, Uniwebb reserves the right to assess a late fee equal to 13%, or at the highest rate of interest allowed by law, of the total outstanding payment, compounded every two weeks, until payment is made by Client.
4.1. Title and Non-Infringement. Uniwebb reasonably represents that, excluding and other than Third Party Components and Uniwebb Proprietary Components, (1) it is and will be the sole author of all works created and/or employed by Uniwebb in preparing any and all Deliverables and all such Deliverables will be original, other than Third Party Components and Uniwebb Proprietary Components; (2) it has and will have full right to assign or grant the ownership rights in the Deliverables to the Client pursuant to this Agreement; (3) the Deliverables have not been and will not be published under circumstances that would cause a loss of copyright therein; and (4) the Deliverables do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights of any third party, and do not and will not constitute a misappropriation of any trade secrets of any third party, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending, against Uniwebb (or, insofar as Uniwebb is aware, any entity from which Uniwebb has obtained such rights).
4.2. Quality of Services and Products. Uniwebb represents and covenants to Client that the Services performed and Products provided hereunder shall be of professional quality, consistent with generally accepted industry standards and expectations for work of a similar nature.
4.3. Uniwebb Employees, Consultants and Agents. Uniwebb represents and covenants to Client that all Services to be performed by Uniwebb under this Agreement shall be performed by employees, subcontractors, or other agents under contractual agreement with Uniwebb. Each individual or entity performing Services on behalf of Uniwebb ("Uniwebb Agent") shall have agreed in writing with Uniwebb to: (i) keep all confidential and proprietary information and materials of Uniwebb and its clients (including Client and its Clients) strictly confidential; and (ii) assign to Uniwebb all of such Uniwebb Agent's right, title and interest in and to all inventions, original works of authorship, developments, concepts, improvements and trade secrets and other intellectual property rights which are conceived, developed or reduced to practice by such employee or consultant during his, her or its relationship with Uniwebb, including all copyrights and other associated intellectual property rights therein and appurtenant thereto.
4.4. Protection of Rights. Uniwebb shall cooperate with the Client in its efforts to obtain available protection for the Deliverables under foreign laws and to secure such certifications, registrations, or licenses as may be appropriate for the better protection of the same in any foreign country.
5.1. Indemnification. During the term of this Agreement, each party (the "Indemnifying Party") shall indemnify the other party and its directors, officers, employees and agents (each, an "Indemnified Party") from any suits, claims, costs, damages, judgments and reasonable attorneys' fees resulting from any breach of the Indemnifying Party's representations and warranties hereunder.
5.2. Additional Provisions for Indemnification. The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim, demand or action for which the Indemnified Party is seeking or may seek indemnification hereunder. The Indemnifying Party shall keep the Indemnified Party fully informed concerning the status of any litigation, negotiations or settlements of any such claim, demand or action. The Indemnified Party shall be entitled, at its own expense, to participate in any such litigation, negotiations and settlements with counsel of its own choosing.
5.3. OTHER THAN WITH RESPECT TO INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY TO THIS AGREEMENT NOR THEIR AFFILIATED COMPANIES, NOR THE OFFICERS, AGENTS AND EMPLOYEES OF ANY OF THE FOREGOING, SHALL BE LIABLE TO ANY OTHER PARTY HERETO IN ANY ACTION OR CLAIM FOR CONSEQUENTIAL OR SPECIAL DAMAGES, LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF PRODUCT OR LOSS OF USE, WHETHER THE ACTION IN WHICH RECOVERY OF DAMAGES IS SOUGHT IS BASED ON CONTRACT TORT (INCLUDING SOLE, CONCURRENT OR OTHER NEGLIGENCE AND STRICT LIABILITY), STATUTE OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, ANY STATUTORY REMEDIES WHICH ARE INCONSISTENT WITH THE PROVISIONS OF THESE TERMS ARE WAIVED.
6.1. Term. The term of this Agreement shall commence on the Effective Date of this Agreement, applicable Authorization Form, or other agreement as determined by Uniwebb, and shall continue unless terminated as set forth in this Agreement.
6.2. Survival. The provisions of this Agreement necessary to interpret the respective rights and obligations of the parties hereunder, shall survive the termination of this Agreement. In addition, Client shall remain obligated to timely pay Uniwebb any amounts due hereunder for Services performed, Products provided, and expenses incurred.
7.1. Independent Contractor. In making and performing Services or providing Products, Uniwebb shall be deemed to be acting as an independent contractor of Client and shall not be deemed an agent, legal representative, joint venturer or partner of Client. Neither party is authorized to bind the other to any obligation, affirmation or commitment with respect to any other person or entity, unless expressly authorized in writing by the counterparty.
7.2. Non-Poaching. Client expressly agrees not to engage in work of any kind with Uniwebb's clients, employees, vendors, contractors, customers, and other associates, including but not limited to prospective clients and sales leads, through which Counterparty receives primary knowledge of and contact with through Uniwebb or Services and Products provided by Uniwebb to Client (collectively "Uniwebb's Associates") without the express written consent of Uniwebb. Client agrees not to hire, contract, solicit, or otherwise contact Uniwebb's Associates without Uniwebb's written permission. Furthermore, Client is prohibited from being hired, working with, contracting with, or purchasing services or products of any kind from any of Uniwebb's Associates without Uniwebb's express written permission. Even following the completion of Uniwebb's services to Client, the provisions of this section will survive for perpetuity and be binding upon Client, as well as Client's heirs, successors, and assigns.
7.3. Assignment; Binding Effect. Uniwebb may assign, delegate, subcontract or transfer this Agreement, or any of Uniwebb's duties and obligations hereunder, without the prior written consent of Client. Client may assign, delegate or transfer all of its rights under this Agreement to an affiliate of Client or to any person or entity who purchases all or substantially all of the business or assets of Client to which this Agreement relates, provided that such affiliate, person or entity agrees in advance and in writing to be bound by the terms, conditions and provisions of this Agreement, applicable Authorization Form, and other agreements between Uniwebb and Client. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party's successors and permitted assigns. Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect.
7.4. Rights in Acquisition, Bankruptcy, and Succession. The provisions, terms, and obligations of Client to Uniwebb under this Agreement, applicable Authorization Form, and other agreements between Client and Uniwebb may not be terminated, voided, or otherwise nullified through Client's acquisition by a third-party, or bankruptcy. Similarly, Client agrees that the terms, provisions, and obligations of this Agreement are inure to the benefit of creditors. Both Parties agree that the provisions of this Agreement are equally binding on both Parties' heirs, successors, and assigns. Bankruptcy, transfer of ownership, acquisition, or any other Succession events change Client's obligations of payment or Uniwebb's obligations of Service.
7.5. Third Party Beneficiaries. Except as expressly stated herein, nothing in this Agreement shall confer any rights upon any person other than the parties hereto and their respective successors and permitted assigns.
7.6. Use of Client's Name. Client agrees that Uniwebb may reasonably use the name and description of Services, along with any trademarks or logos of Client in sales, marketing or promotional materials or presentations, or on Uniwebb's website except as relating to the confidentiality and non-disclosure provisions of agreed to by Uniwebb and the Client.
7.7. Legal Fees and Arbitration. In the event of any disputes arising from this Agreement, applicable Authorization Form, or other agreements between Uniwebb and Client, Client agrees that it shall be in Uniwebb's discretion as to whether such disputes shall be settled through litigation or the use of an impartial and accredited arbitration association or board. Uniwebb and Client agree that in the event of a dispute arising under or related in any way to this Agreement, the non-prevailing party shall pay all costs and expenses, including reasonable attorneys' fees, that may arise or accrue from enforcing this Agreement, obtaining an interpretation of any provision of this Agreement, or in pursuing any remedy provided by applicable law whether such remedy is pursued or interpretation is sought by mediation, arbitration, the filing of a lawsuit, an appeal, and/or otherwise. CLIENT EXPRESSLY AGREES THAT, IN THE EVENT OF A DISPUTE WHERE Uniwebb IS FOUND LIABLE BY A COURT OF COMPETENT JURISDICTION, UNDER NO CIRCUMSTANCES SHALL UNIWEBB BE LIABLE FOR ANY AMOUNTS GREATER THAN THE TOTAL AMOUNT OF PAYMENT RECEIVED FROM CLIENT FOR SERVICES RENDERED.
7.8. Governing Law and Jurisdiction. This Agreement and all disputes between the parties concerning the subject matter hereof or thereof, shall be governed by and interpreted in accordance with the Laws of California, without giving effect to its principles governing conflicts of law. Client and Uniwebb agree that Jurisdiction of any litigation arising out of the terms of this Agreement, applicable Authorization Form, and other agreements between Uniwebb and Client shall be in the Superior Court of California Sacramento County, California, or a jurisdiction of Uniwebb's choosing.
7.9. Equitable Relief. Each party agrees that either party's violation of the provisions of this Agreement, applicable Authorization Form, or other agreements between Uniwebb and Client may cause immediate and irreparable harm to the other party for which money damages may not constitute an adequate remedy at law. Therefore, the parties agree that, in the event either party breaches or threatens to breach said provisions or covenants, the other party shall have the right to seek, in a court of competent jurisdiction (as specified in Section 7.8), an injunction to restrain said breach or threatened breach, without posting any bond or other security. Client may not assign for the benefit of creditors any provisions of this Agreement and/or financial obligations entered into hereunder.
7.10. Notices. All notices provided for or permitted under this Agreement shall be deemed effective upon receipt, and shall be in writing and either (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below, or at such other address of such party specified in the opening paragraph of this Agreement, or (d) sent by electronic transfer or facsimile transmission.
7.11. Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and thereof, except with the respect of the provisions of Section 7.12. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral, except with the respect of the provisions of Section 7.12. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.
7.12. Conflict with this Agreement. Uniwebb and Client represent and warrant that neither Client, Uniwebb nor any of Uniwebb's or Client's directors, officers, employees or agents is under any pre-existing obligation with any other person or entity in conflict or in any way inconsistent with the provisions of this Agreement.. In the event that there is a conflict between this Agreement and applicable Authorization Form, or any other agreement, in part or in full, between Client and Uniwebb, it shall be under Uniwebb's full-discretion to determine which instrument will control.
7.13. Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement, or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction, according to Section 7.8, declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement shall be enforceable as so modified.
7.14. Non-Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach consented to by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom it is asserted. No consent to or waiver of a breach of this Agreement by either party, whether express or implied, will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach of this Agreement by such party.
7.15. Execution and Delivery. This Agreement shall be deemed executed by both parties when one of Client's duly authorized representatives has executed a corresponding Authorization Form, makes payment of an invoice, purchase order, submits a contact form through Uniwebb's website, or otherwise authorizes or completes any written instrument, whether through physical or electronic means, acknowledging entry into this Agreement. Said Authorization Form shall constitute the execution of This Agreement by both Parties. Said Authorization Form, once executed by either party, may be delivered to the parties by facsimile or electronic transmission of a copy thereof bearing the signature of either party.
This Agreement was last updated on April 20, 2013.