The following terms and conditions constitute the agreement (the "Agreement") between You and 4SIGHT Communications, LLC (together with its affiliates, the "Company") governing Your use of the Granville Station™ hosted software as a service application (the “Software”) and related services offered by the Company through the aimagentsites.com and connectedagent.biz web sites. BY CLICKING THE "I ACCEPT" CHECKBOX(es) DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT. THE FOLLOWING TERMS AND CONDITIONS PLACE OBLIGATIONS AND DUTIES ON YOU AND CONTAIN SIGNIFICANT RESTRICTIONS AND LIMITATIONS ON YOUR RIGHTS AND REMEDIES. YOU SHOULD READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE AGREEING TO THESE TERMS. As used in this Agreement, "You" or "Your" includes both yourself and any person(s) or entity(ies) identified in the “Your Information” section of the aimagentsites.com online order form (“Order Form”). If You are entering into this Agreement on behalf of a legal entity, You represent and warrant that You have the authority to bind such entity to this Agreement.
1. Provision of Services
Subject to the terms and conditions contained herein, and subject to the features and specifications of the Web Site Plan (the “Plan”) selected by You during the online ordering process or subsequently, the Company will provide you with access to the Software for the creation and maintenance of one (1) interactive web site (the “Site”) on the World Wide Web, the hosting of such Site, and customer support services (collectively, the “Services”). Customer support services are limited to electronic communications between You and the Company as supported by the aimagentsites.com and connectedagent.biz web sites.
2. Responsibility for Site Content.
3. Non-transferability of Site
You understand and acknowledge that the Site can be maintained only on the Company’s servers and cannot be transferred or copied to any other server or computer equipment. IF THIS AGREEMENT IS TERMINATED, THE SITE AND ALL CONTENT THEREON WILL NO LONGER BE AVAILABLE AND NEITHER THE SITE NOR ANY PART THEREOF MAY BE TRANSFERRED TO ANOTHER COMPUTER.
4. Grant of License and Restrictions
Subject to the terms and conditions of this Agreement, the Company hereby grants You a limited, non-exclusive, non-transferable, non-assignable and terminable right and license to use the Software on a server owned or controlled by the Company for the purpose of creating and maintaining a Site. You shall not, and shall not allow any third party to, license, sublicense, sell, resell, transfer, assign, distribute, grant a security interest in, or otherwise transfer any right in or to the Site (other than content solely originated and owned by You) or the Software, or any part thereof. You shall not, and shall not allow any third party to, copy, duplicate, reproduce, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Site (other than content solely originated and owned by You) or the Software, or any part thereof. Except as permitted by the functionality of the Software with respect to modification of content on the Site, You shall not, and shall not allow any third party to, modify the Site (other than content solely originated and owned by You) or the Software, or any part thereof. All rights not expressly granted to You are reserved by the Company (or its licensors, where applicable). This license automatically terminates on the termination of this Agreement. This license grants you no rights in or to the source code of the Software.
5. Ownership and Intellectual Property Rights.
The Company (and its licensors, where applicable) shall own all right, title and interest in and to the Software, and any part thereof, including, but not limited to, Site content available through the Software (except for content solely originated and owned by You), such as text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, and any suggestions, ideas, requests, feedback, recommendations or other information provided by You or any other party relating to the Software or the Services, and all intellectual property rights in all the foregoing, including, without limitation, rights for unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world. You acknowledge and agree that the Software contains proprietary and confidential information, and valuable trade secrets of the Company, that are protected by applicable intellectual property and other laws and may not be used by You except as provided in Section 4 above. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Software, or to any intellectual property rights therein.
“Granville Station”, “AIMagentsites.com”, “4SIGHT Communications”, and other Company trademarks, service marks, logos and product and service names found on aimagentsites.com or used in connection with the Software or the Services are marks of, and owned by, the Company ("Company Marks"). This Agreement does not grant You any right to use or display the Company Marks. You will not display or use any Company Mark in any manner or medium without the Company's express prior written approval, which the Company may grant, withhold or condition at its sole discretion. The Company reserves the right to place at one or more locations on the Site, of the Company’s choosing, a statement that the Site is provided or powered by 4SIGHT Communications. You agree not to copy, edit, alter, remove, or otherwise modify such statement without the Company’s express prior written approval, which the Company may grant, withhold or condition at its sole discretion. You agree not to use the trademarks, service marks, logos of any third party without the legally sufficient permission of such third party.
During the term of this Agreement, Your Site may reside as a subdomain of the aimagentsites.com domain. At any time during the term of this Agreement, You may elect to use a domain name that You have registered or that You have requested the Company to register on Your behalf (“Your Domain Name”); provided Your Domain Name shall not include, incorporate or refer to the aimagentsites.com domain or any other Company Mark. You shall retain all Your rights in Your Domain Name. Nothing in this Agreement is intended to convey to You any right in or to the aimagentsites.com domain name. You shall be responsible for registration, renewal, and transfer of Your Domain Name and all fees, charges, and taxes associated therewith; provided, if the Company incurs any such fees, charges, and taxes on Your behalf, You shall reimburse Company for such expenses and authorize Company to bill Your credit card for such amounts. The Company reserves the right to deny, cancel or transfer Your Domain Name registration as it deems necessary, in its discretion, to protect the integrity and stability of any domain name registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of the Company, its parent, affiliates, subsidiaries, officers, directors, shareholders, and employees. The Company also reserves the right to freeze or cease using Your Domain Name pending resolution of any dispute related to such Domain Name.
8. Your Data and User Data.
9. Equipment and Telecommunications.
The Company does not provide any hardware, equipment, telecommunications services or software (other than use of the Software as provided herein). You must provide and maintain Your own equipment, software and communications lines, including any public lines required to access the Software and Services. The Services are subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.
The Company shall use reasonable efforts to protect Your Data behind a secure firewall system and shall use Secure Socket Layer (SSL) encryption technology for credit card information. You are responsible for maintaining the confidentiality of Your account information, user name(s), and password(s) and are solely responsible for all activity occurring under Your account(s), user name(s), and password(s). You are solely responsible for any activity occurring on or through the Site and/or through the Site’s URL and shall immediately notify the Company, through the customer support system, of any security breaches; provided, Your provision of such notice shall not relieve You from liability under this Agreement.
12. Your Representations and Warranties.
You agree to pay all applicable charges for the Services, as disclosed by and in accordance with your agreement with American Independent Marketing, Inc. (“AIM”) (the “Fee”). The Fee is stated and payable in U.S. dollars. FEES ARE NOT REFUNDABLE and no refunds, credits or adjustments will be issued if you terminate this Agreement prior to the end of a billing cycle or, except as provided in Section 14 below, if the Company cancels the Services or terminates this Agreement. Additional charges may apply for enhanced services, for example if you elect to register, renew, or transfer domain name registrations through the Company.
14. Modification or Cancellation of Services/Plans.
The Company reserves the right at any time, and from time to time, without notice to You, to modify, upgrade, enhance, suspend or discontinue the Services and to add, modify, or eliminate available Plans. The Company shall not be liable to You or any third party for any such changes; provided, upon written request, the Company or its designee shall refund to you any Fee charged and collected by the Company for Services not rendered by the Company as the result of such changes.
15. Term/Automatic Renewal
This Agreement commences on the Effective Date, as defined above and shall continue for a period of thirty (30) days after the expiration of the Free Trial Period (if you selected a monthly billing cycle during the ordering process) or one year after the expiration of the Free Trial Period (if you selected a plan with an annual billing cycle during the ordering process or thereafter) (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms (“Term”) of thirty (30) days (if you selected a monthly billing cycle) or one (1) year (if you selected an annual billing cycle) at AIM’s then current Fees, unless terminated by either party in accordance with Section 16 of this Agreement.
A. Termination by You. During the Free Trial Period, you may terminate this Agreement for any reason effective immediately by canceling the Services in the Your Account section of the Site. After expiration of the Free Trial Period, you may terminate this Agreement for any reason effective upon expiration of the current Term by canceling the Services in the Your Account section of the Site. In order to terminate this Agreement, You must cancel the Services as provided in this Section 16.
B. Termination by the Company. In addition to its rights under Sections 13 and 14, the Company or AIM may terminate this Agreement at any time for any reason upon notice to You. In addition, if You have breached any term of this Agreement, the Company or AIM may immediately and without notice to You suspend or terminate the Services, the Site, and/or Your account (including Your user name and password). Any breach of Your payment obligations shall be deemed a material breach of this Agreement.
C. Effect of Termination. The Fee is non-refundable and neither the Company nor AIM shall have any obligation to return, refund, or credit all or a portion of the Fee in the event this Agreement is terminated. The availability of the Site and Your Data and User Data upon termination of this Agreement are governed by Sections 3 and 8, respectively, of this Agreement. The obligations contained in the following Sections of this Agreement shall survive termination of this Agreement: 2, 3, 5, 6, 8, 10, 12, 16-19, 22, and 24-32.
17. Disclaimer of Warranty
THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN "AS IS' AND "AS AVAILABLE" BASIS, AND YOUR USE OF THE SOFTWARE AND THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY MATERIAL OR DATA YOU DOWNLOAD OR OTHERWISE OBTAIN AS A RESULT OF THE SOFTWARE OR SERVICES, IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE TIMELINESS, COMPLETENESS, ACCURACY, QUALITY OR SUITABILITY OF THE SERVICES OR THE SOFTWARE, OR ANY PORTION OR FEATURE THEREOF. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE SOFTWARE OR ANY PORTION OR FEATURE THEREOF (i) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (ii) WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (iii) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, INCLUDING, BUT NOT LIMITED TO, YOUR SECURITY OR REGULATORY REQUIREMENTS; OR (iv) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT IT WILL CORRECT, OR ATTEMPT TO CORRECT, ANY ERRORS OR DEFECTS IN THE SOFTWARE OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
18. Limitation of Liability
THE COMPANY ASSUMES NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO OR USE OF THE SOFTWARE OR THE SERVICES OR YOUR DOWNLOADING OF DATA OR MATERIALS FROM AIMAGENTSITES.COM OR ANY OTHER WEB SITE OF THE COMPANY USED IN CONNECTION WITH THE SERVICES. IN NO EVENT WILL THE COMPANY, ITS PARENT, AFFILIATES, SUBSIDIARIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION OR PRODUCTION OF THE SOFTWARE OR SERVICES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF YOUR USE OF, INABILITY TO USE, OR THE RESULTS OF YOUR USE OF (i) THE SOFTWARE OR THE SERVICES, OR (ii) AIMAGENTSITES.COM OR ANY OTHER WEB SITE OF THE COMPANY USED IN CONNECTION WITH THE SERVICES, ANY WEB SITES LINKED TO OR FROM THE FOREGOING SITES, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHATSOEVER (WHETHER IN TORT, CONTRACT OR OTHERWISE) EXCEED THE AGGREGATE AMOUNT PAID BY YOU (LESS ANY CREDITS OR REFUNDS) DURING THE THEN-CURRENT TERM FOR THE SERVICES. IN THE EVENT OF ANY PROBLEM WITH THIS THE SOFTWARE OR SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SOFTWARE AND SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold harmless the Company, its parent, affiliates, subsidiaries, licensors, and their officers, directors, shareholders, and employees from and against any and all claims, demands, judgments, costs, losses, liabilities, and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively “Claims”) , arising out of or in connection with: (i) your breach or alleged breach of any term of this Agreement, including, without limitation, any obligation, representation, or warranty; (ii) Your Data, Your Domain Name, subdomain name, or any other materials, content, data, or information supplied by You, including, without limitation, any Claim related to actual or alleged infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; (iii) the products and services advertised or offered on Your Site; or (iv) Your use or misuse of the Software or Services.
20. Force Majeure
Any delay or failure of either Party to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, terrorism, sabotage, third-party labor problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labor, equipment or transportation, or court injunction or order; but due diligence shall be used in curing such cause and in resuming performance.
21. Modifications to Agreement
The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the aimagentsites.com and connectedagent.biz web sites. You are responsible for regularly reviewing this Agreement. Your use of the Services after any such changes shall constitute Your consent to such changes. Except as otherwise provided above, this Agreement may only be modified or amended in a writing signed by both You and the Company.
The Company may give notice to You by any of the following: (i) written notice by prepaid, first-class mail, return receipt requested, to Your address of record, as contained in Your account information; or (ii) electronic notice to Your email address of record, as contained in Your account information. You may give notice to the Company by any of the following: (i) written notice by prepaid, first-class mail, return receipt requested, to 4SIGHT COMMUNICATIONS, LLC, Attn: Legal Department, 5315 North Clark Street, Suite 162, Chicago, Illinois, 60640; or (ii) electronic notice to firstname.lastname@example.org. Notices shall be deemed delivered upon receipt.
This Agreement, and any rights and obligations hereunder, may not be assigned or delegated by You without the prior written approval of the Company, which the Company may grant, withhold or condition in its sole discretion. The Company may assign or delegate this Agreement to (i) a parent, subsidiary or affiliate of the Company; (ii) an acquirer of some or all of the Company’s assets, including, without limitation, an acquirer of the Company’s interest in the Software or Services; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
24. Attorneys Fees
Without limiting the Company’s rights pursuant to Sections 13, 14 and 16 of this Agreement, in a dispute arising out of or in connection with this Agreement, the substantially prevailing party shall have the right to collect its reasonable attorneys’ fees and expenses from the other party.
25. Governing Law/Venue
This Agreement shall be construed in accordance with the laws of the State of Illinois, regardless of any conflict of law rules. The Parties hereby submit to the exclusive jurisdiction of the federal and state courts located in Cook County, Illinois.
Section headings contained herein are solely for convenience and are not in any sense to be given weight in the construction of this Agreement.
27. No Waiver
Any failure on the part of either Party to insist upon the performance of this Agreement or any part thereof, shall not constitute a waiver of any right under this Agreement.
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in that provision, and the remaining provisions will still continue in full force and effect.
29. Relationship of the Parties
No joint venture, partnership, employment, or agency relationship exists between You and the Company as a result of this Agreement or use of the Service.
30. Third-Party Beneficiaries
AIM is a third party beneficiary to this Agreement. Except as explicitly stated, there are no third party beneficiaries to this Agreement, and none are intended.
31. Limitation of Actions.
You agree that, regardless of any law to the contrary, any claim or cause of action arising out of or related to this Agreement, the Software or the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
32. Entire Agreement
The provisions contained herein constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersede all previous written or oral agreements and understandings between the Parties. Any statement or inducement with respect to the subject matter hereof by either Party hereto or by any agent or representative of either Party hereto which is not contained in this Agreement shall not be valid or binding between the Parties.