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Legal Disclaimer and Design Contract
Thank you for visiting GeniusProject™. GeniusProject™ website has been made available to you subject to your compliance with the terms and conditions set forth below (the "Conditions of Use"). Please read this document carefully before accessing or using GeniusProject™ website. By accessing or using this website, you are agreeing to be bound by the Conditions of Use. If you do not wish to be bound by the Conditions of Use, you may not access or use the website.
Modification of these Conditions of Use
GeniusProject™ reserves the right to change the terms, conditions, and notices at any time, and such modifications shall be effective immediately upon posting of such changes. You are therefore responsible for regularly reviewing these Conditions of Use and additional terms or notices posted on GeniusProject™ website. Your continued access of this website shall be deemed your conclusive acceptance of the modified agreement.
Privacy
Please review our Privacy Policy, which also governs your visit to GeniusProject™, to understand our practices regarding the use and disclosure of your personal information.
Electronic Communications
When you visit GeniusProject™ or send e-mails to us, you are communicating with us electronically, and thereby you are consenting to receive communications from us electronically or by other means available. We will communicate with you electronically, by telephone or by facsimile. It is further understood that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
Copyright and Licenses
The entire contents of this website, including but not limited to: Text, graphics, logos, button icons, Flash movies, images, audio clips, digital downloads, data compilations, and software, are the property of GeniusProject™, its content suppliers or it's clients and are protected by Domestic and International copyright and trademark laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute any portion of the website contents without the prior express written consent of GeniusProject™.
You may print or download portions of the materials from various areas of this website solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. If you believe any content appearing on our website constitutes a copyright infringement of another parties rights, please contact us immediately to notify us of this infringement.
Your submissions of files including, but not limited to: Resumes, e-mail, flash movies, images, logos, audio loops, and other software hereby constitutes your agreement to grant GeniusProject™ a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual license, to reproduce, distribute, transmit, modify, adapt, sub-license, and publicly display any such submissions. You also grant GeniusProject™ the right to utilize your name in connection with all advertising, marketing and promotional materials related thereto.
License and Website Access
GeniusProject™ grants you limited license to access and make personal use of this website and not to download (other than for page caching purposes) or modify it, or any portion of it, except with the express written consent of GeniusProject™. This website or any portion of this website may not be reproduced, duplicated, adapted, copied, sold, resold, transmitted or otherwise exploited for any commercial purpose without the express written consent of GeniusProject™. You may not frame, or use any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, flash movie, page layout, or form) of GeniusProject™ without the express written consent of GeniusProject™. You may not use META tags or any other "hidden text" which utilize AMG Media, ADverseFX.com, GeniusProject™ or any other derivative of our domain or company name without the express written consent of GeniusProject™. You are hereby granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of GeniusProject™ so long as the link does not portray any false, misleading, derogatory, or otherwise offensive matter.
It is further understood and agreed that GeniusProject™ cannot and does not guarantee or warrant that files made available for downloading through GeniusProject™ website will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. It is your responsibility for implementing sufficient safeguards and procedures to ensure that any files obtained through GeniusProject™ are free from such contaminations.
Disclaimer of Warranty/Limitation of Liability
THIS WEBSITE AND RELATED INFORMATION IS PROVIDED BY GeniusProject™ ON AN "AS IS" AND "AS AVAILABLE" BASIS. GeniusProject™ MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND, OR AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, GeniusProject™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GeniusProject™ DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, OR E-MAIL SENT FROM GeniusProject™ ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GeniusProject™ WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
GeniusProject™ USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THIS WEBSITE. GeniusProject™ ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY TYPOGRAPHICAL OR OTHER ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE. IN THE EVENT THAT A PRODUCT IS LISTED AT AN INCORRECT PRICE OR WITH OTHER INCORRECT INFORMATION, GeniusProject™ SHALL HAVE THE RIGHT TO REFUSE OR CANCEL ANY ORDERS PLACED FOR THE PRODUCT LISTED INCORRECTLY. IF A PRODUCT OFFERED BY GeniusProject™ IS NOT AS DESCRIBED, YOUR SOLE REMEDY IS TO RETURN IT TO GeniusProject™ FOR A REFUND. ALL POSTAGE REQUIRED TO RETURN A PRODUCT WILL BE AT THE BUYER'S EXPENSE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Third Party Links
Linked websites are not under the control of GeniusProject™ and GeniusProject™ is not responsible for the contents of any linked site or any link contained in a linked site. GeniusProject™ provides links to you only as a convenience, and the inclusion of any link does not imply or constitute an endorsement by GeniusProject™ of the site.
Applicable Law
By visiting GeniusProject™ website, you agree that the laws of the state of California, without regard to principals of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and GeniusProject™.
GeniusProject™, Inc. desire is to delight the client. One way is to make clear our understandings with each other. These are the terms of our agreement together:
1. Authorization. The above-named client is engaging GeniusProject™, Inc. as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client's web space on a web hosting service's computer. The client hereby authorizes GeniusProject™, Inc. to access this account, and authorizes the web hosting service to provide GeniusProject™, Inc. with "write permission" for the client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes GeniusProject™, Inc. to publicize their completed website to Web search engines, as well as other Web directories and indexes.
2. Standard Website Package Elements. (For Standard Website Packages Only. Cross out for online stores.) GeniusProject™, Inc. includes the following elements in their Standard Website Packages:
&#x E-mail/phone consultation (Up to 3 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use their own webpage editor if desired. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate of $35 per hour.)
&#x Words of text supplied by the client (200 words per page approximate maximum if not supplied via diskette. web pages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.)
&#x Links to external pages, as needed.
&#x Custom Graphics Package. Masthead graphic on first page (customized Flash template integrating customer's new logo design). Top-of-page FLASH Template changes for all other static pages in your website. All graphics to stay within general look and feel established.
&#x Photos and other misc. graphic images supplied by client (up to an average of 3 included per page in standard websites and up to 12 images displayed on "regular" online store pages, in addition to masthead and top-of-page graphic. Color originals larger than 5" x 8" are extra).
&#x Installation of web pages on the client's established web hosting service with GeniusProject™, Inc. that is said to be ASP and FormMail enabled with appropriate bandwidth at the time the site is published and server space allotment. All server technical issues are to be handled by WEBMASTER unless otherwise noted amongst all parties.
&#x Minor updates and changes to existing web pages for six months, subject to the limits outlined below. Additional changes billed at hourly rate. For online stores, this includes only "regular" pages, not product pages or the ordering system pages unless there is an error by GeniusProject™, Inc. or its representatives. This does include any MINOR modifications and tweaking to work out backend database bugs and functionality. This does not include adding features past the scope of this project. &#x Site publicity to at least 5 major Web search engines, such as Google, AltaVista, AlltheWeb, WebCrawler, Lycos, HotBot, etc. Yahoo ($299) and Inktomi ($40) submission will require an additional agreement. Your website information will be submitted to the Open Directory Project (DMOZ) for inclusion, if accepted under the terms and conditions of www.dmoz.com
&#x Key Phrase Optimization & Meta Tag Generation will be set up on the index page on a one-time basis using our own techniques (Trade Secret). Title only will be placed on Dynamic Pages. Ongoing web site marketing and copy writing will require an additional service fee.
&#x E-mail response link on each webpage to any e-mail address the client designates. An online feedback form will also be created on the contact_us.htm static page. &#x Feedback or guest book form Basic CGI Form Mail included. Includes up to 10 fields. Extra charges may be incurred if the client's web hosting service does not use a Unix or NT operating system. Not included in the package price for sites smaller than 5 pages. This is not included in online stores, since the shopping cart software is a functional equivalent. Exceptions may be made if secure shopping cart is provided via Paypal or other basic credit card processing service.
&#x Image Map for internal navigation (Not included in the package price for sites smaller than 5 pages.) (This will be used in limited fashion for basic static page links). Main navigation will be done via a Flash Navigation system integrated in the Mast Header of the site.
3. Standard Website Packages only. (Cross out this section for online stores.) The content of the web pages will be supplied by the client and executed as specified by the client. This website includes up to (6) static web pages. In case the client desires additional standard web pages beyond the original number of pages specified above, the client agrees to pay GeniusProject™, Inc. an additional $200 for each additional webpage. Graphics or photos beyond the allowed average of 2.3 per webpage shall be billed at an additional $75 each. Where custom graphic work (beyond the scope of the "Custom Graphics Package" detailed above) is requested, it will be billed at the hourly rate specified below.
4.We include e-mail/phone consultation of up to 5 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use the store software. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.) Product web pages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified below.
5. Maintenance and Hourly Rate. This agreement includes minor webpage maintenance to regular web pages (not store product pages) over a two week period, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the client or an agent other than GeniusProject™, Inc. attempts updating the client's pages, time to repair web pages will be assessed at the hourly rate, and is not included as part of the updating time. The six Monthly maintenance period commences upon the date the client's web site is officially published to the web and all monies paid.
Changes requested by the client beyond those limits will be billed at the hourly rate of $96. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own webpage editor. CGI programming charges (if any) are not included in this rate.
6. Changes to Submitted Text. Please send us your final text. Time required to make substantive changes to client-submitted text after the web pages have been constructed will be additional, billed at the hourly rate.
7. Web Hosting. The client understands that any web hosting services may require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows GeniusProject™, Inc. full access to the website and a cgi-bin directory via FTP and telnet. The client further understands that if the web hosting service's operating system is not a Unix or NT system, standard CGI software may not work, and providing a substitute may incur additional charges.
8. Completion Date. GeniusProject™, Inc. and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than 120 DAYS from Initial Contract Approval and initial 40% of Total Project Fee Deposit Paid. If the client does not supply GeniusProject™, Inc. complete text and graphics content all web pages contracted for within four weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within six weeks after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is published.
9. Payment of Fees. Fees to GeniusProject™, Inc. are due and payable on the following schedule: 40% upon signing this contract, 60% when the web pages have been constructed and proofed according to the client's original written specifications unless other arrangements have been agreed upon. The web site will be published on the World Wide Web once all monies due are paid. If the total amount of this Agreement is less than $600, the total amount shall be paid upon signing this Agreement. In case the client has not secured Web space on a web hosting service by the time the web pages are completed, the web pages may be delivered to the client on diskette or attached to an e-mail message. Advertising the pages to Web search engines and updating occur only after the final payment is made. All payments will be made in US funds made out to, "GeniusProject™, Inc.". We accept Business Checks and Cash. Personal Checks must clear before website design will begin.
10. Assignment of Project. GeniusProject™, Inc. reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.
11. Legal. GeniusProject™, Inc. does not warrant that the functions contained in these web pages or the Internet website will meet the client's requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with client. In no
event will or GeniusProject™ be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if GeniusProject™, Inc. has been advised of the possibility of such damages. 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.
12. Copyrights and Trademarks. The client represents to GeniusProject™, Inc. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to GeniusProject™, Inc. for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend GeniusProject™, Inc. and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
13. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend GeniusProject™, Inc. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
14. Copyright to Web pages. Copyright to the finished assembled work of web pages produced by GeniusProject™, Inc. is owned by GeniusProject™, Inc. / . Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. GeniusProject™, Inc. and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
15. Payment of fees. In order for GeniusProject™, Inc. to remain in business, payments must be made promptly. Delinquent bills will be assessed a $50 charge if payment is not received within 10 days of the due date. GeniusProject™, Inc. reserves the right to remove web pages from viewing on the Internet until final payment is made. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency and the website will be "turned off from public viewing with a Splash Page stating that the web site is undergoing routine maintenance. Any statement from the client that payment will not be made in the future, then GeniusProject™, Inc. reserves the right to "turn off " the web site at any given time past the actual due date. If an amount remains delinquent 60 days after its due date, all files will be removed from the server and no duplication rights or usage will be granted. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This Agreement becomes effective immediately upon web site publishing and clients are encouraged to read Agreement terms carefully and thoroughly and ask questions to, GeniusProject™, Inc. if they should arise. Regardless of the place of reading / signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Broward County, Florida, and any dispute will be litigated or arbitrated in Broward County, Florida. Please pay on time.
16. Sole Agreement. The agreement contained in this "Web Site Design Agreement" constitutes the sole agreement between GeniusProject™, its subcontractors, and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for 12 months after all parties sign this contract. Continued services after that time will require a new agreement.
If the client halts work and applies by registered letter for a refund within 30 days, to the Sole Proprietor of The Genius Group, Inc. 3000 Palm Trace Landings Suite 108, Fl 33314 phone (786) 252.6237, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate of $96.00 Per Hour stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract. The above also applies to upfront hosting fees. No refunds for hosting will be made after 30 days unless server logs demonstrate that the web site was not accessible via a standard internet browser viewable for a period more than 10%.
The undersigned agrees to the terms of this agreement upon approval of said quote, by email, fax or direct mail on behalf of his or her organization or business.
Disputes
Any dispute relating in any way to your visit or access of GeniusProject™ website or to the products or services you purchase through GeniusProject™ website shall be submitted to binding arbitration in Broward County, Florida, except that, to the extent you have in any manner violated or threatened to violate GeniusProject™' intellectual property rights, GeniusProject™ may seek injunctive or other appropriate relief in any state or federal court in the state of Florida, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Conditions of Use shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Use shall be joined to an arbitration involving any other party subject to these Conditions of Use, whether through class arbitration proceedings or otherwise.
Indemnification
You agree to indemnify, defend and hold harmless GeniusProject™, its officers, directors, owners, partners, employees, agents, licensors, suppliers and any third party information provider to the website from and against all losses, expenses, damages and costs, including attorney's fees, resulting from any violation of these Conditions of Use (including negligent or wrongful conduct) by you or your use and access of GeniusProject™ website.
International Use
Given the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, privacy, copyright, and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
Other Provisions
GeniusProject™ failure to insist upon or enforce strict performance of any provision of these Conditions of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Conditions of Use. GeniusProject™ may assign its rights and duties under these Conditions of Use to any party at any time without notice to you. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity or enforceability of any remaining condition. Any rights not expressly granted herein are reserved.
Please send notices by care of e-mail to: legal@geniusproj.com
Thank You,
Management GeniusProject™.
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