Privacy Policy for Pixel Perfect Shops by Destinations Media Group

This privacy policy sets out how Pixel Perfect Shops  uses and protects any information that you give Pixel Perfect Shops when you use this website. Pixel Perfect Shops is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement. pingigant.com may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes.

What we collect

We may collect the following information:

• name
• contact information including email address
• demographic information such as postcode, preferences and interests
• other information relevant to customer surveys and/or offers

For the exhaustive list of cookies we collect see the List of cookies we collect section.

What we do with the information we gather

We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:

• Internal record keeping.
• We may use the information to improve our products and services.
• We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
• From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.

Security

We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.

How we use cookies

A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.

We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.

Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.

Links to other websites

Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.

Controlling your personal information

You may choose to restrict the collection or use of your personal information in the following ways:

• whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct marketing purposes
• if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by contacting us on one of our online forms.

We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen.

You may request details of personal information which we hold about you under the General Data Protection Regulation. If you would like a copy of the information held on you contact us via one of our many online forms – including your user name and/or email address. You will receive instructions to confirm your email information and request your details.

If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the above address. We will promptly correct any information found to be incorrect.

Cookie Policy for Pixel Perfect Shops by Destinations Media Group

This is the Cookie Policy for Pixel Perfect Shops by Destinations Media Group, accessible from www.pixelperfectshops.com

What Are Cookies

• Account related cookies –  If you create an account with us then we will use cookies for the management of the signup process and general administration. These cookies will usually be deleted when you log out however in some cases they may remain afterwards to remember your site preferences when logged out.
• Login related cookies-  We use cookies when you are logged in so that we can remember this fact. This prevents you from having to log in every single time you visit a new page. These cookies are typically removed or cleared when you log out to ensure that you can only access restricted features and areas when logged in.
• Email newsletters related cookies – This site offers newsletter or email subscription services and cookies may be used to remember if you are already registered and whether to show certain notifications which might only be valid to subscribed/unsubscribed users.
• Orders processing related cookies – This site offers e-commerce or payment facilities and some cookies are essential to ensure that your order is remembered between pages so that we can process it properly.
• Surveys related cookies – From time to time we offer user surveys and questionnaires to provide you with interesting insights, helpful tools, or to understand our user base more accurately. These surveys may use cookies to remember who has already taken part in a survey or to provide you with accurate results after you change pages.
• Forms related cookies – When you submit data to through a form such as those found on contact pages or comment forms cookies may be set to remember your user details for future correspondence.

• This site uses Google Analytics which is one of the most widespread and trusted analytics solution on the web for helping us to understand how you use the site and ways that we can improve your experience. These cookies may track things such as how long you spend on the site and the pages that you visit so we can continue to produce engaging content.For more information on Google Analytics cookies, see the official Google Analytics page.
• This site uses a tracking pixel from NextRoll / AdRoll for ad retargeting.
• Third party analytics are used to track and measure usage of this site so that we can continue to produce engaging content. These cookies may track things such as how long you spend on the site or pages you visit which helps us to understand how we can improve the site for you.
• From time to time we test new features and make subtle changes to the way that the site is delivered. When we are still testing new features these cookies may be used to ensure that you receive a consistent experience whilst on the site whilst ensuring we understand which optimisations our users appreciate the most.
• As we sell products it’s important for us to understand statistics about how many of the visitors to our site actually make a purchase and as such this is the kind of data that these cookies will track. This is important to you as it means that we can accurately make business predictions that allow us to monitor our advertising and product costs to ensure the best possible price.
• We use adverts to offset the costs of running this site and provide funding for further development. The behavioural advertising cookies used by this site are designed to ensure that we provide you with the most relevant adverts where possible by anonymously tracking your interests and presenting similar things that may be of interest.
• Several partners advertise on our behalf and affiliate tracking cookies simply allow us to see if our customers have come to the site through one of our partner sites so that we can credit them appropriately and where applicable allow our affiliate partners to provide any bonus that they may provide you for making a purchase.
• We also use social media buttons and/or plugins on this site that allow you to connect with your social network in various ways. For these to work the following social media sites including; {List the social networks whose features you have integrated with your site?:12}, will set cookies through our site which may be used to enhance your profile on their site or contribute to the data they hold for various purposes outlined in their respective privacy policies.

• Email: privacy@pixelperfectshops.com

ACCEPTABLE USE POLICY (Hosting Services)

This Acceptable Use Policy (“AUP”) governs your use of our hosted Services

You shall use the Services only for lawful purposes. Transmission, storage, or display of any information, data, or material in violation of applicable laws or regulations. We reserve the right to terminate your access to the Services the exposes PixelPerfect to legal liability or inhibits our ability to provide services to other customers. 

Prohibited Uses

You may not use the Services to publish content or engage in activity that is harmful to others or illegal under applicable law. Any content that, in our judgment, violates our Terms of Service, including this AUP, in any manner may be removed from our servers (or otherwise disabled), with or without notice.

Prohibited Uses:

1. No Illegal or Harmful Use – You may not use the Services to publish content or engage in activity that is harmful to others or illegal under applicable law, including without limitation in connection with any of the following illegal, harmful or fraudulent activities:
   1. Disclosing private sensitive personal information about others
   2. Distributing malware or other malicious code
   3. Engaging in the unlawful distribution of controlled substances and drug contraband;
   4. Engaging in the unlawful distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription;
   5. Gambling;
      Hosting child pornography or content that is potentially harmful to minors (Any website found to be hosting child pornography or linking to child pornography will be suspended immediately without notice and reported to law enforcement or the National Center for Missing and Exploited Children (NMEC);
   6. Hosting FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme, High-Yield Interest Programs (HYIP) or related sites;
   7. Hosting or linking to an anonymous proxy server;
   8. Infringing upon the Intellectual Property Rights of Others. This includes, but is not limited to, the unauthorized copying or distribution of movies, music, books, photographs, software, or any other copyrighted work. 
   9. Money laundering;
   10. Phishing or engaging in identity theft;
   11. Selling weapons or ammunition
2. No Unauthorized System Access or Network Abuse – You may not use the Services to gain access into any network or system without permission. 
3. Don’t Hamper System Performance – Consuming excessive amount of server resources is prohibited. This leads to server performance issues and may cause a disruption to our systems or other customers. Use of any scripts or processes that may adversely impact our systems is prohibited. 
4. No Adult Content – You may not use the Services to distribute pornography or other adult-related content or offer any escort services. 
5. No Storage of Backups – Backing up personal data to a hosting account is prohibited. Our Services are designed to host your web site, not serve as a data repository. PixelPerfect reserves the right to remove backups from your hosting account. 

Zero Tolerance Spam Policy

• You may not use the Services to send spam or bulk unsolicited messages. PixelPerfect maintains a zero tolerance policy for use of its network or services in any manner associated with the transmission, distribution or delivery of any bulk e-mail, including unsolicited bulk or unsolicited commercial e-mail, or the sending, assisting, or commissioning the transmission of commercial e-mail that does not comply with the U.S. CAN-SPAM Act of 2003 (“SPAM”).
• “Safe lists,” purchased lists, and selling of lists will be treated as SPAM. We may terminate the account of any User who sends out SPAM with or without notice.
• Websites advertised via SPAM (i.e. Spamvertised) may not be hosted on our servers. This provision includes, but is not limited to, SPAM sent via fax, phone, postal mail, email, instant messaging, or usenet/newsgroups. No organization or entity listed in the Register of Known Spam Operators (ROKSO) may use our Services. Any User account which results in our IP space being blacklisted will be immediately suspended and/or terminated.
• Please familiarize yourself with the CAN-SPAM Act. Information about the CAN-SPAM Act may be found by accessing the following link: https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business

Defamation and Objectionable Content

• PixelPerfect values the freedom of expression and encourages Users to be respectful with the content they post. As a webhost, PixelPerfect is not a publisher of User content and is generally not in a position to investigate the veracity of individual defamation claims or to determine whether certain material, which PixelPerfect may find objectionable, should be censored. Accordingly, PixelPerfect generally requires a court order from a court of competent jurisdiction, as determined by PixelPerfect in its sole discretion, to take down alleged defamatory or objectionable content. However, PixelPerfect reserves the right to disable or remove any content to prevent harm to others or to PixelPerfect, as determined in PixelPerfect’s sole discretion.

TL;DR 
(too long, didn’t read)

Assuming you didn’t find the lengthy contracts pages interesting here are the highlights… however this doesn’t make the rest of the pages irrelevant or not applicable to your project. You really should read this complete document.

Getting Started

• You placed order online for a new site
• We send you this document with your order confirmation
• You fill out a form online which gives us the basic details for your business.
• We send you a “Statement of Work” which defines the project – you sign (electronically) and return to us
• You log into our Project Portal where you will find a set of surveys to complete about your business and products and basic site design preferences
• We review the submitted documents
• Follow up emails for clarification 

Design and Build

• We setup WordPress with a theme and a page layout based on your preferences selected from our catalog of stock components (Headers, Footers, Body Pages)
• We configure your color scheme – either selected from one of our predefined palettes or your brand colors
• You provide the images, logos, text for pages, product descriptions,

Project Delivery

After you approve the site in our development environment you have two options: 

1. You sign up for Pixel Perfect Hosting

• You will need to “point” your domain name to our hosting environment (with our help if needed)
• We will deploy the website installation files to our production server and provide you with the login credential to your new site

2. You want to host site elsewhere:

• We provide you with a ZIP file containing the complete site including the database, configured WordPress system, all necessary plug-ins, and graphic assets. This will be provided with a PHP installer which you can run on any web hosting provider. There is no warranty for the installation of this site onto another providers infrastructure. 
• You can buy an installation service from us but you will need to provide the necessary credentials to us in order to access your hosting environment. 

Legal Bits

• Agreement starts on day you sign the Statement of Work, this Website Development Agreement in incorporated into the Statement of Work by reference (i.e. signing Statement of Work is also agreeing to this documents terms)
• Agreement lasts for 30 days after the Project is Delivered to Customer
• We will fix broken things for free for up to 30 days after delivery — assuming it was broken at delivery and not discovered during your approval testing. 
  • If you, any employee or contractor breaks something – there will be a charge to fix it… or you can just re-install the deliverable file. 
  • If we are hosting the site – we can “roll-back” the site to the previous day – there will be loss of any data added to the system between the time of the backup and the point it is discovered as “broken”

If you require any further clarification on any of this please contact us at: hello@pixelperfectshops.com We’re happy to help! 

And now for the fine print…

Website Development Agreement

This WEB SITE DEVELOPMENT AGREEMENT (“Agreement”) is an agreement between Destinations Media Group V.o.F. D/B/A Pixel Perfect Shops (“Company”) and the party set forth in the related order form (“Customer” or “you”) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the “Order”) and applies to the purchase of all services ordered by Customer on the Order (collectively, the “Services”).  The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.

TERM AND TERMINATION

Term of Agreement 

This Agreement shall be effective as of the date set forth on the Order and shall remain in force until thirty (30) days after the last Coordination Step as set forth in the applicable Order, which shall take place not later than ninety (90) days after the Order (“Delivery Date”).  Company cannot guarantee the Delivery Date but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.

Termination

This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within fourteen (14) days of receipt of the notice.  This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder.

COMPANY’S AND CUSTOMER’S RESPONSIBILITIES

Scope of Work

Customer hereby retains the services of Company to design the Web Site for Customer in accordance with the Order and the Statement of Work.

Changes

Changes to this Agreement, the Order or to any of the specifications of the Web Site shall become effective only when a written change request is executed by the Customer and Company (“Change Order”). Company agrees to notify Customer promptly of any factor, occurrence, or event coming to its attention that may affect Company’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Services.  In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.

Customer’s Responsibilities

Customer agrees to perform all tasks assigned to Customer as set forth in this Statement of Work or a Change Order, and to provide all assistance and cooperation to Company in order to complete timely and efficiently the Web Site.  Company shall not be deemed in breach of this Agreement, the Services, a Change Order, or any milestone in the event Company’s failure to meet its responsibilities and time schedules is caused by Customer’s failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change Order, or this Agreement.  In the event of any such failure or delay by Customer (i) all of Company’s time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Customer shall continue to make timely payments to Company as set forth in this Agreement and any Change Order(s) as if all time frames, schedules, or deadlines had been completed by Company. 

WEB SITE DESIGN

Design

The design of the Web Site shall be in substantial conformity with the material provided to Company by Customer.  Web Site consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Order and the Statement of Work.  Customer will provide direction to Company by accessing the Company’s Customer Relationship Management system (“CRM”) and delivering content for Web site construction within.  Web Site text will be supplied by the Customer unless copywriting services have been purchased.  Development of web pages will take place on the Company’s web hosting infrastructure. Company shall not include, as determined in its sole discretion, any of the following in the Web Site or in Customer’s directory on Company’s Web Server: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other we sites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Customer); invisible text, metatags (i.e., text that is present only when a “Webcrawler” or other Web indexing tool accesses the Web Site), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

Coordination Steps and milestones

Customer understands that submissions for Web Site development are limited to the number of coordination steps as provided in the Statement of Work.  Customer is encouraged to provide as much instruction and direction as possible with each submission to enable the Company to efficiently complete the website design. These steps are defined as follows: 

Coordination Step

A point where Customer must provide information required by Company to complete the design 

Milestone

A point in the website development where a measured level of effort is complete and ready for the Customer to review and/or approve the work completed to date.

Revision Process

There are 2 cycles of revision – each revision period follows the Customer Design Review Milestones. The customer feedback from each Design Review is used in the subsequent development tasks. You are encouraged to provide as much feedback as possible to achieve the desired website design.

Accessibility of Web Site During Construction

Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Customer via the Company’s development infrastructure. Until Customer has approved the final Web Site, none of the Web Pages for Customer’s Web Site will be accessible to end users. Upon final approval the site will be delivered to Customer as an installable archive which can be deployed to the hosting provider of their choice or to a Company hosting plan subscribed by Customer.

Completion Date

Company and the Customer shall work together to complete the Web Site in a commercially reasonable manner. Customer must supply Company complete text and graphics content all web pages contracted for within two (2) weeks of the date of the Order unless otherwise noted. 

Copyright to Web Site

Customer and Company agree that upon payment in full of the fees associated with the design and development of the Web Site,  Customer shall own a worldwide right, title, and interest in and to the Web Site. Company retains the right to display graphics and other web design elements of the Web Site as examples of their work in their portfolios. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Web Site.  Such products may include, but are not limited to server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work (“Outside Content”) which Company deems necessary to purchase on behalf of Customer to design and develop the Web Site.  Customer further acknowledges and understands that any Outside Content used to design and develop the Web Site is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties.  Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other web sites separate from Customer. 

MAINTENANCE

This Agreement does not provide Web Site maintenance unless a Web Site maintenance plan is purchased.  If the Customer or an agent other than Company attempts updating Customer’s pages, time to repair web pages will be assessed at an hourly rate.  Changes requested by the Customer beyond those limits will be billed at the Company standard hourly rates.  This rate shall also govern additional work authorized beyond the what is specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other services.

FEES

Development Fee

The total price for all of the work set forth in the Agreement (excluding post-approval modifications not implemented by Customer) shall be set forth in the Order (the “Development Fee”).  This price covers all work for the Order (excluding post-approval modifications not implemented by Customer).  Unless otherwise stated in the Order, the Development Fee to Company is due and payable upon placing the Order and Company shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Company’s services are “AS-IS, WHERE-IS, WITH ALL FAULTS” and refunds may not be provided for Company’s services hereunder.

Project abandonment

If after repeated attempts to begin, continue, or finalize the delivery of services, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, the project may be considered abandoned, and Company may reduce any refund the Customer may otherwise be entitled to hereunder to zero, and Customer will have forfeited all rights to receive any refund for services purchased online or as described in the original Order Form.

Refunds

Unless otherwise specifically stated in this Agreement, the Development Fees are nonrefundable.

INDEMNIFICATION

Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”), or (b) a claim that Company’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

representations and Warranties

Company RepresentATions and Warranties

No Conflict

Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement and the Order. Customer understands that Company is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

Conformity, Performance, and Compliance

Company represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Company will perform all work called for by this Agreement in compliance with applicable laws. Company will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer’s Web Site, and otherwise will repair the defect free of charge. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.

Company does not warrant the Customer’s Web Site when operating in a non-affiliated 3rd party hosting provider’s environment. If Customer chooses to install the delivered Web Site in another hosting environment they assume all responsibility for obtaining and configuring the necessary resources to operate the Web Site per the documentation delivered with the Web Site.

Disclaimer of All Other Warranties

Company shall create a website for Customer’s purpose based on the information provided during the Coordination Steps and the feedback provided at Customer Review Milestones. Company does not represent or warrant that said website will create any additional profits, sales, exposure, brand recognition, or the like. Company has no responsibility to Customer if the website does not lead to Customer’s desired result. 

The website will be built using commercially available packaged software developed and maintained by 3rd party developers, Company provides no warranty to the functionality of software not developed by the Company. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM.  IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.  THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER.  COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

Customer Representations and Warranties

Intellectual Property

Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Web Site are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.

Regulatory Compliance

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.  Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

Confidentiality

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence.  “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.  The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement.  Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

RELATIONSHIP OF PARTIES

Independent Contractor

Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Company shall be solely responsible for and shall hold Customer harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workers’ compensation.

No Agency

Customer does not undertake by this Agreement, the Order or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

NOTICE AND PAYMENT

Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order mailed by certified, registered or express mail, return receipt requested.

Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the Kingdom of The Netherlands (“Netherlands”). All disputes under this Agreement shall be resolved by litigation in the courts of the Netherlands including and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

ASSIGNABILITY

Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company.  Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

complete agreement

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

DISPUTES

Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration to Netherlands Arbitration Institute (“NAI”). The arbitration shall be conducted by one arbitrator, who shall be selected in the sole discretion of the NAI using the “list procedure” and be experienced in negotiation of technology contracts or litigation of technology disputes. The place of the arbitrations shall be Amsterdam, Noord-Holland, Netherlands. The proceedings shall be conducted in English. The arbitral tribunal shall decide in accordance with the rules of law (Art. 1054(1)). 

The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from the provisional relief judge of the district court or cantonal judge in accordance with the provisions of Article 254 of Dutch Civil Code.

READ AND UNDERSTOOD

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

DULY AUTHORIZED REPRESENTATIVE

If this Agreement is executed then each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement. This Agreement is legal and binding between the Parties both in the United States and throughout Europe.