Terms, conditions and disclaimer of use

  1. Introduction

1.1    These terms and conditions and disclaimer shall govern your use of our website and publications.

1.2    By using our website and publications, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3    If you register with our website and publications, submit any material to our website or use any of our products or services, we will ask you to expressly agree to these terms and conditions.

1.4    You must be at least 18 years of age to use our website and publications; by using our website and publications or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

  1. Copyright notice

2.1    Copyright (c) 2020 DecomCONNECT.

2.2    Subject to the express provisions of these terms and conditions:

(a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website and publications;

(b)    all the copyright and other intellectual property rights in our website and publications and the material on our website and publications are reserved.

  1. Permission to use website and publications

3.1    You may:

(a)    view pages from our website and publications in a web browser;

(b)    download pages from our website and publications for caching in a web browser;

(c)     print pages from our website and publications for your own personal and non-commercial use, providing that such printing is not systematic or excessive;

(d)    stream audio and video files from our website and publications using the media player on our website and publications; and

(e)    use our website and publications services by means of a web browser,

subject to the other provisions of these terms and conditions.

3.2    Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website and publications or save any such material to your computer.

3.3    You may only use our website and publications for your own personal and business purposes; you must not use our website and publications for any other purposes.

3.4    Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website and publications.

3.5    Unless you own or control the relevant rights in the material, you must not:

(a)    republish material from our website and publications (including republication on another website);

(b)    sell, rent or sub-license material from our website and publications;

(c)     show any material from our website and publications in public;

(d)    exploit material from our website and publications for a commercial purpose; or

(e)    redistribute material from our website and publications.

3.6    Notwithstanding Section 3.5, you may redistribute our newsletter in print and electronic form to any person.

3.7    We reserve the right to suspend or restrict access to our website and publications, to areas of our website and Events e-Guide and/or to functionality upon our website and publications. We may, for example, suspend access to the website and publications during server maintenance or when we update the website and publications. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website and publications.

  1. Misuse of website and publications

4.1    You must not:

(a)    use our website and publications in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;

(b)    use our website and publications in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c)     hack or otherwise tamper with our website and publications;

(d)    probe, scan or test the vulnerability of our website and publications without our permission;

(e)    circumvent any authentication or security systems or processes on or relating to our website and publications;

(f)     use our website and publications to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(g)    impose an unreasonably large load on our website and publications resources (including bandwidth, storage capacity and processing capacity);

(h)    decrypt or decipher any communications sent by or to our website and publications without our permission;

(i)     conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website and publications without our express written consent;

(j)     access or otherwise interact with our website and publications using any robot, spider or other automated means, except for the purpose of search engine indexing;

(k)    use our website and publications except by means of our public interfaces;

(l)     violate the directives set out in the robots.txt file for our website and publications;

(m)   use data collected from our website and publications for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

(n)    do anything that interferes with the normal use of our website and publications

4.2    You must ensure that all the information you supply to us through our website and publications, or in relation to our website and publications, is true, accurate, current, complete and non-misleading.

  1. Use on behalf of organisation

5.1    If you use our website and publications or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:

(a)    yourself; and

(b)    the person, company or other legal entity that operates that business or organisational project,

to these terms and conditions, and in these circumstances references to “you” in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.

  1. Registration and accounts

6.1    To be eligible for an account on our website and publications under this Section 6, you must be resident or situated in the United Kingdom.

6.2    You may register for an account with our website and publications by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.

6.3    You must not allow any other person to use your account to access the website and publications.

6.4    You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.5    You must not use any other person’s account to access the website and publications, unless you have that person’s express permission to do so.

  1. User login details

7.1    If you register for an account with our website and publications, you will be asked to choose a user ID and password.

7.2    Your user ID must not be liable to mislead and must comply with the content rules set out in Section 16; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3    You must keep your password confidential.

7.4    You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5    You are responsible for any activity on our website and publications arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

  1. Cancellation and suspension of account

8.1    We may:

(a)    suspend your account;

(b)    cancel your account; and/or

(c)     edit your account details,

at any time in our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.

8.2    You may cancel your account on our website and publications using your account control panel on the website. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.

  1. Directory

9.1    We publish a directory of Decommissioning Businesses including Industry Supply Chain network of companies on our website and publications and you may use the directory for contacting companies listed within the directory or publications.

  1. Free directory listings

10.1  You may submit a free listing to our directory by following this process: Choose which plan is right for you and complete the form.

10.2  If we accept your free directory listing submission, it will remain published on our website indefinitely, subject to termination or deletion in accordance with these terms and conditions.

10.3  We may delete a free directory listing at any time, with or without notice to you.

  1. Paid directory listings

11.1  You may submit a paid listing to our directory or purcase advertising or sponsorship by following this process: Choose which plan is right for you and complete the form.

11.2  You will have the opportunity to identify and correct input errors prior to making your order by sending DecomCONNECT an email.

11.3  If we accept a paid directory submission, it will remain published on our website as described in the Plan you choose before payment, subject to termination or deletion in accordance with these terms and conditions.

11.4  We may delete a paid directory listing at any time, providing that if we delete a paid listing in accordance with this Section 11.4 before the end of the period in respect of which listing fees have been paid, we will refund to you a portion of those listing fees reflecting the unexpired listing period, such portion to be calculated by us on a pro rata basis using any reasonable methodology.

  1. Rules about directory submissions

12.1  Each submission to our directory must be a listing in respect of a decommission sector or supply chain industry related business.

12.2  For the avoidance of doubt, your directory submissions constitute “your content” for the purposes of Section 15 and Section 16, and must comply with the acceptable use rules set out in Section 4.

12.3  You must keep your directory submissions or paid publication feature up to date using our website interface.

12.4  Your directory submissions or paid publication feature must not relate to any unlawful business, product or service; and you must not make any directory submission with a view to conducting any unlawful activity or entering into any unlawful contract or arrangement.

12.5  Without prejudice to our other rights under these terms and conditions, we reserve the right to reject or delete directory or paid publication feature submissions that breach these terms and conditions, or that do not meet the additional guidelines for submissions published on our website.

12.6  If we reject or delete a directory or paid publication feature submission in accordance with this Section 12, we will not refund any applicable charges.

  1. Fees

13.1  The fees in respect of our website services will be as set out on the website from time to time.

13.2  All amounts stated in these terms and conditions or on our website and publications are stated exclusive of VAT.

13.3  You must pay to us the fees in respect of our website services in advance, in cleared funds, in accordance with any instructions on our website and publications.

13.4  We may vary fees from time to time by posting new fees on our website and publications, but this will not affect fees for services that have been previously paid.

13.5  If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.

13.6  If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

(a)    an amount equal to the amount of the charge-back;

(b)    all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

(c)     an administration fee of GBP 100.00 including VAT; and

(d)    all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 13.6 (including without limitation legal fees and debt collection fees),

and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 13.6.

13.7  If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.

13.8  We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

  1. Our role

14.1  You acknowledge that:

(a)    we do not confirm the identity of website and publications users, check their credit worthiness or bona fides, or otherwise vet them;

(b)    we do not check, audit or monitor the information contained in or paid e-Guide features  or listings;

(c)     we are not party to any contract for the sale or purchase of products, digital products or services advertised or listed on the website and Events e-Guide;

(d)    we are not involved in any transactions between website and publications users in any way;

(e)    we are not the agents for any website and publications users,

and accordingly we will not be liable to any person in relation to any contract or other arrangement between website and publications users; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract between website and publications users and we will have no obligation to mediate between the parties to any such contract.

14.2  The provisions of this Section 14 are subject to Section 19.1.

  1. Our rights to use your content

15.1  In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website and publications.

15.2  You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

15.3  You grant to us the right to sub-license the rights licensed under Section 15.2.

15.4  You grant to us the right to bring an action for infringement of the rights licensed under Section 15.2.

15.5  You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

15.6  You may edit your content to the extent permitted using the editing functionality made available on our website and publications.

15.7  Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

  1. Rules about your content

16.1  You warrant and represent that your content will comply with these terms and conditions.

16.2  Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

16.3  Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)     infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)     constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g)    be in contempt of any court or in breach of any court order;

(h)    be in breach of racial or religious hatred or discrimination legislation;

(i)     be blasphemous;

(j)     be in breach of official secrets legislation;

(k)    be in breach of any contractual obligation owed to any person;

(l)     depict violence in an explicit, graphic or gratuitous manner;

(m)   be pornographic, lewd, suggestive or sexually explicit;

(n)    be untrue, false, inaccurate or misleading;

(o)    consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(p)    constitute spam;

(q)    be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(r)     cause annoyance, inconvenience or needless anxiety to any person.

16.4  Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet or any publications.

16.5  You must not use our website and publications feature to link to any website or web page consisting of or containing material that would, were it posted on our website and publications, breach the provisions of these terms and conditions.

16.6  You must not submit to our website and publications any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

  1. Report abuse

17.1  If you learn of any unlawful material or activity on our website and publications, or any material or activity that breaches these terms and conditions, please let us know.

17.2  You can let us know about any such material or activity by email.

  1. Limited warranties

18.1  We do not warrant or represent:

(a)    the completeness or accuracy of the information published on our website and publications;

(b)    that the material on the website and publications is up to date;

(c)     that the website and publications will operate without fault; or

(d)    that the website and publications or any service on the website and publications will remain available.

18.2  We reserve the right to discontinue or alter any or all of our website and publications services, and to stop publishing our website and paid publication features, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website and publication services, or if we stop publishing the website and paid publications.

18.3  To the maximum extent permitted by applicable law and subject to Section 19.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and publications and the use of our website.

  1. Limitations and exclusions of liability

19.1  Nothing in these terms and conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)     limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law.

19.2  The limitations and exclusions of liability set out in this Section 19 and elsewhere in these terms and conditions:

(a)    are subject to Section 19.1; and

(b)    govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

19.3  To the extent that our website and publications and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

19.4  We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

19.5  We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

19.6  We will not be liable to you in respect of any loss or corruption of any data, database or software.

19.7  We will not be liable to you in respect of any special, indirect or consequential loss or damage.

19.8  You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website and publications or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

19.9  Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of:

(a)    £1; and

(b)    the total amount paid and payable to us under the contract.

  1. Indemnity

20.1  You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website and publications or any breach by you of any provision of these terms and conditions.

  1. Breaches of these terms and conditions

21.1  Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a)    send you one or more formal warnings;

(b)    temporarily suspend your access to our website and publications;

(c)     permanently prohibit you from accessing our website and publications;

(d)    block computers using your IP address from accessing our website and publications;

(e)    contact any or all of your internet service providers and request that they block your access to our website and publications;

(f)     commence legal action against you, whether for breach of contract or otherwise; and/or

(g)    suspend or delete your account on our website and publications.

21.2  Where we suspend or prohibit or block your access to our website and publications or a part of our website or publication, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

  1. Third party websites and digital publications

22.1  Our website and publications includes hyperlinks to other websites and digital publications owned and operated by third parties; such hyperlinks are not recommendations.

22.2  We have no control over third party website or publications and their contents, and subject to Section 19.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

  1. Trade marks

23.1  [Identify trade marks], our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

23.2  The third party registered and unregistered trade marks or service marks on our website and publications are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

  1. Competitions

24.1  From time to time we may run competitions, free prize draws and/or other promotions on our website, email marketing and publications.

24.2  Competitions will be subject to separate terms and conditions

  1. Variation

25.1  We may revise these terms and conditions from time to time.

25.2  The revised terms and conditions shall apply to the use of our website and publications from the date of publication of the revised terms and conditions on the website or publications, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

25.3  If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website and publications, and you must stop using the website and Events e-Guide.

  1. Assignment

26.1  You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

26.2  You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

  1. Severability

27.1  If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

27.2  If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

28.1  A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

28.2  The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

  1. Entire agreement

29.1  Subject to Section 19.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and publications and shall supersede all previous agreements between you and us in relation to your use of our website and publications.

  1. Law and jurisdiction

30.1  These terms and conditions shall be governed by and construed in accordance with English law.

30.2  Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

  1. Statutory and regulatory disclosures

31.1  We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website and/or publications. We recommend that you consider saving a copy of these terms and conditions for future reference.

31.2  These terms and conditions are available in the English language only.

  1. Our details

32.1  This website and related publications are owned and operated by DecomCONNECT.

32.2  We are registered in England and Wales under registration number 07253022, and our registered office is at Barrow-in-Furness, Cumbria.

32.3 DecomCONNECT Ltd does not operate above the UK VAT Threshold and therefore, is NOT VAT Registered. 

32.4  You can contact us:

(a)    using our website contact form;

(b)    by telephone, on the contact number published on our website; or

(c)     by email, using the email address published on our website.

   33. All the above Terms & Conditions listed above, also apply to any email marketing campaigns we use to promote the website and publications.

33. Blogs or Written articles;

(a)   blogs or written articles for all services including the website, publication and marketing are written by independent authors and DO NOT [necessarily] express the views of DecomCONNECT Ltd.
DecomCONNECT Ltd can in no way whatsoever be held responsible for the content of such views nor can it be held liable for any direct or indirect damage that may arise from such views.

(b)   this service is offered to specific independent article authors, to promote themselves –  no costs or Invoices are to be charged to DecomCONNECT Ltd.

(c) DecomCONNECT Ltd. reserves the right to charge or invoice any author for this service under these terms and conditions.

34. Freelance Contract Terms and Conditions

34.1 Intellectual Property Rights

(a)    Retained Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.

(b)   Pre‐Existing Intellectual Property. Freelancer will not use any Freelancer or third party Pre‐Existing Intellectual Property in connection with this Contract unless Freelancer has the right to use it for Customer’s benefit. If Freelancer is not the owner of such Pre‐Existing Intellectual Property, Freelancer will obtain from the owner any rights as are necessary to enable Freelancer to comply with this Contract. Freelancer grants Customer a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license in Freelancer and third party Pre‐Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things. Freelancer will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Freelancer clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Freelancer identifies the corresponding third party licenses and any restrictions on use thereof, and (ii) approval is given by Customer in writing. Freelancer represents, warrants and covenants that Freelancer has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Freelancer. Freelancer shall indemnify Customer against any losses and liability incurred by Customer due to failure of Freelancer to meet any of the requirements in any of the third party licenses.

(c)   Ownership of Subject to Freelancer and third party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Customer, and Freelancer hereby assigns such rights to Customer. Freelancer agrees that Customer will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Freelancer for additional compensation and without challenge, opposition or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral rights therein. Freelancer will sign any necessary documents and will otherwise assist Customer in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.

(d)   No Rights to Customer Intellectual Except for the limited license to use materials provided by Customer as may be necessary in order for Freelancer to perform Services under this Contract, Freelancer is granted no right, title, or interest in any Customer Intellectual Property.

34.2 Confidentiality

(a)  Confidential For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Freelancer hereunder). Confidential Information does not include: i) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; ii) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; iii) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; iv) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (v) information the Receiving Party develops independent of any information originating from the Disclosing Party.

(b)  Customer Confidential Information. The following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract. Freelancer will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade

(c)  Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.

(d)  Right to With respect to any information, knowledge, or data disclosed to Customer by the Freelancer, the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Freelancer must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work.

34.3 Conflict of Interest

(a)  Freelancer represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Freelancer is bound. Freelancer shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Freelancer or which is detrimental to Customer’s business interests.

34.4  Termination

Rights to Terminate

(a)  Customer may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice to

(b)  Freelancer may terminate this Contract upon thirty days prior written notice provided there are no open projects at the time notice is

(c)  Customer may terminate this Contract and/or any open projects immediately for cause if the Freelancer fails to perform any of its obligations under this Contract or if Freelancer breaches any of the warranties provided herein and fails to correct such failure or breach to Customer’s reasonable satisfaction within ten (10) calendar days (unless extended by Customer) following notice by Customer. Customer shall be entitled to seek and obtain all remedies available to it in law or in equity.

i) Upon termination of any project or work given Freelancer hereunder, Freelancer will immediately provide Customer with any and all work in progress or completed prior to the termination As Customer’s sole obligation to Freelancer resulting from such termination, Customer will pay Freelancer an equitable amount as determined by Customer for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.

ii) Upon termination or expiration of this Contract or a project performed by Freelancer hereunder, whichever occurs first, Freelancer shall promptly return to Customer all materials and or tools provided by Customer under this Contract and all Confidential Information provided by Customer to

iii) Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this

34.5 Warranties

Freelancer warrants that:

(a)  the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,

(b)  it will perform the Services hereunder in a professional and workmanlike manner,

(c)  the Deliverables Freelancer provides to Customer are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties,

(d)  it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,

(e)  it will comply with all applicable federal and other jurisdictional laws in performing the Services,

(f)  it has all rights to enter into this Contract and there are no impediments to Freelancer’s execution of this Contract or Freelancer’s performance of Services

34.6 Limitation of Liability

(a)  EXCEPT AS SET FORTH IN THIS SECTION BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

(b)  NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO CONTRACTOR’S OBLIGATION UNDER THE INDEMNIFICATION OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS.

34.7 Inspection and Acceptance

(a)  Non-Conforming Services and If any of the Services performed or Deliverables delivered do not conform to specified requirements, Customer may require the Freelancer to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Freelancer’s sole cost and expense. When the defects in Services and/or Deliverables cannot be corrected by re-performance, Customer may: (i) require Freelancer to take necessary action, at Freelancer’s own cost and expense, to ensure that future performance conforms to the requirements and/or (ii) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by Freelancer and accepted by Customer.

(b)  If Freelancer fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Customer to be sufficient to ensure future performance of the project in full conformity with such requirements, Customer may (a) by contract or otherwise, perform the services or subcontract to another Freelancer to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Freelancer and/or (b) terminate the project and/or this Contract for

34.8 Insurance

(a)  Freelancer shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any applicable law or regulation, including Workers’ Compensation insurance as required by any applicable law or regulation, or otherwise as determined by Freelancer in its reasonable discretion. Freelancer’s lack of insurance coverage shall limit any liability Freelancer may have under this Contract.

34.9 Miscellaneous

(a)  Freelancer shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.

(b)  Governing The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of the State of [State] , excluding its choice of law rules.

(c)  The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.

(d)  Independent Contractor. Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Freelancer and Customer and Freelancer agree that Freelancer is, and at all times during this Contract shall remain, an independent contractor.

(e)  Force Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Freelancer and Customer. If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract immediately upon written notice to Freelancer