Terms of Use


Current version published: August 1, 2018

Acceptance by Client of an Inbound Marketing Agreement issued by AtmiyaInfo Branding & Design LLC (AtmiyaInfo), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and AtmiyaInfo with respect to the responsibilities of AtmiyaInfo and Client pursuant to the Inbound Marketing Agreement and these Standard Terms and Conditions (collectively referred to as the (Agreement). Client represents and warrants that: (1) it has the full authority to enter into the Agreement and to perform the acts or obligations required of it in the Agreement; (2) the execution of the Agreement and the performance of its obligations do not and will not violate any other agreement that it is a party to; (3) the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms. The formation, construction, performance and enforcement of the Agreement shall be in accordance with the laws of the State of Connecticut without regard to its conflict of law provisions.

Scope of Service
AtmiyaInfo shall provide only those professional services and/or products specified in the Agreement (the Work). Client understands and agrees that, unless listed in the Agreement, AtmiyaInfo is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Client requests and AtmiyaInfo agrees to perform any services that are in addition to or outside the scope of Work identified in the Agreement, Client shall promptly pay AtmiyaInfo for such services in accordance with the terms and rates shown in the Agreement or, if no such terms or rates are shown in the Agreement, in accordance with AtmiyaInfos standard terms and rates for the services performed.

Clients Content
Client represents and warrants to AtmiyaInfo that: (1) it owns, or has acquired the express written authority to use all of the content Client gives to AtmiyaInfo, (Client Content); (2) Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Client Content does not infringe upon nor violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Client regarding Client Content; and (5) Client will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Client and a third party.

Clients Ownership and AtmiyaInfos Ownership
Once payment is received, AtmiyaInfo grants all rights to content produced for Client exclusively to Client, excluding third party components. Notwithstanding the foregoing, ATMIYAINFO retains the right to display graphics and other Web content elements as examples of ATMIYAINFOs work. ATMIYAINFO shall own, and retain all intellectual property rights in all preexisting material, information, know-how and data created.

Access to Site and Information
Client will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for ATMIYAINFO to timely and fully complete the Work. ATMIYAINFO is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents or ATMIYAINFO, and ATMIYAINFO has no obligation to investigate facts or conditions not disclosed to it by Client.

Payment Terms
Clients failure to pay on time constitutes a material breach of contract by Client permitting ATMIYAINFO to suspend its performance hereunder; additionally, ATMIYAINFO shall have all other remedies permitted to ATMIYAINFO by law, equity and these terms. ATMIYAINFO reserves the right to apply interest charges at 12% APR on any past-due invoice. If Client has provided ATMIYAINFO with a credit card authorization, ATMIYAINFO shall be entitled to charge the invoice amount and interest against such card. Client will be responsible for all collections costs, including reasonable attorneys fees, incurred by ATMIYAINFO as a result of any collection process or proceeding.

Notice and Notice of Cancellation:
ATMIYAINFO or Client may cancel this Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least sixty (60) days prior to the requested cancellation date. Any notice (Notice) shall be deemed sufficient if addressed in writing and mailed to the partys address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.

WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ATMIYAINFO’S SERVICES ARE PROVIDED AS IS. ATMIYAINFO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ATMIYAINFO DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENTs SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL BE COMPLETELY ERROR-FREE, COMPLETELY SECURE OR UNINTERRUPTED. ATMIYAINFO SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF TELECOMMUNICATIONS SYSTEMS, THE INTERNET, SEARCH ENGINES, SOCIAL MEDIA SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMTION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF ATMIYAINFO. CLIENT ASSUMES ALL RISKS RELATED TO PROCESSING OF TRANSACTIONS RELATED TO ELECTRONIC COMMERCE. Clients sole remedy for a breach of the foregoing warranty is to require ATMIYAINFO to correct or replace, at ATMIYAINFOss election, the affected service if Client gives Notice to ATMIYAINFO of such breach within 15 days from the date the affected services were provided.

LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO EACH PARTYs INDEMNITY OBLIGATIONS HEREUNDER, BREACH OF A PARTYs CONFIDENTIALITY OBLIGATIONS AND/OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL ATMIYAINFO, ITs OWNERS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR PROFESSIONAL ERRORS OR OMISSIONS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON AGREEMENT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. ATMIYAINFO, ITs OWNERS, OFFICERS, OR EMPLOYEESs CUMULATIVE LIABILITY TO CLIENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO ATMIYAINFO BY CLIENT PURSUANT TO THE PREVIOUS THREE MONTHS OF THE AGREEMENT. ATMIYAINFO SHALL NOT BE LIABLE TO CLIENT OR CLIENTsS REPRESENTATIVES FOR ANY HARM RESULTING FROM ANY USE OF CONFIDENTIAL INFORMATION.

Indemnification
Client agrees to defend, indemnify and hold harmless ATMIYAINFO from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorneys fees, based upon a third party claim arising, directly or indirectly, out of the Client Content.

Force Majeure
Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly, by reason of fire, earthquake, labor dispute (other than labor disputes of such party or its independent contractors and its employees), act of God, acts of terrorism, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond a partys reasonable control.

Enforcement
Each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. Indemnification, Clients Ownership and ATMIYAINFOs Ownership and shall survive termination or cancellation of the Agreement.


For questions regarding our Standard Terms and Conditions, please email us at contact [at] atmiyainfo23@gmail.com