WWW.UPTIMESAFE.COM WEBSITE
TERMS AND CONDITIONS

(Version 1.00; Last Revised August 7, 2009)


1.      GRANT OF ACCESS AGREEMENT

a.      WEBSITE ACCESS: InfoGenius, Inc.® ("InfoGenius") agrees to provide you (“User”) with access to http://www.UptimeSafe.com (the "Website") subject to the terms and conditions set forth below.  Access to the Website is provided for your personal or internal business uses only.

b.     USER’S ASSENT TO TERMS: By using the Website you agree to be bound by these Terms and Conditions and you consent to the terms of the InfoGenius Privacy Policy.   The InfoGenius Privacy Policy can be found at http://www.UptimeSafe.com/legal/privacy.aspx and is incorporated herein by this reference.  If you do not agree to all of the terms of this Agreement and consent to the Privacy Policy, you should exit the Website and you may not access the Website.

c.     ADDITIONAL RESTRICTIONS:  Depending on where the Website is accessed from, additional restrictions may apply.  User is prohibited from accessing the Website and materials available over the Website from territories where such activities are illegal. User agrees to comply with all local applicable rules regarding online conduct and content in connection with use of the Website.

d.     CHILDREN:    Children, defined for purposes of this agreement as persons younger than 13 years of age, are not permitted to access the Website.  Children should not submit any personally identifying information.

2.      OWNERSHIP, INTELLECTUAL PROPERTY AND LINKS

a.     TRADEMARKS:  The Website is owned and operated by InfoGenius.  The trademarks, logos, service marks (the “Marks”) displayed on the Website are owned by InfoGenius or third parties.  Your use of the Website confers no rights to the Marks and you may not use, reproduce or display a Mark without its owner’s prior written consent.

b.     COPYRIGHTS:  The Website and all its contents (“Content”) are copyrighted, and such copyrights are owned by InfoGenius or the author of such content.  You are permitted to view, print, and/or distribute Content in hard copy from the Website provided that: (1) you use the Content for your personal or internal business use and not for any purpose contrary to  InfoGenius’ commercial interests; (2) you do not copy or use any Content on any network or other website for public or commercial purposes; (3) you do not modify, alter, or create derivative works of, the Content; and (4) you include InfoGenius’ copyright notice on such Content as follows:  Copyright 2006 InfoGenius, Inc., All Rights Reserved.

c.     NO LICENSE:  Except as expressly provided herein, nothing included in the Website is intended, nor shall be construed, as conferring any license or right under any Mark, copyright, or patent.

d.     LINKS TO THIRD-PARTY SITES:  The Website may contain links to third-party sites.  You acknowledge and agree that InfoGenius is not responsible or liable for the content, information, services, or products of such third-party sites.  You assume all risk of accessing third-party sites.  Links to a third-party site do not constitute endorsement of that site by InfoGenius.

e.     LINKING TO UPTIMESAFE:   You may create links to pages on the http://www.UptimeSafe.com website, but may not imply sponsorship, agency, or any other relationship between the Website and the site providing the link without prior written consent.

3.      USER’S OBLIGATIONS

a.     ROBOTS:    User agrees not to cause or allow robots or other automated processes to act upon or interact with InfoGenius’ systems or user interfaces without prior written permission from InfoGenius.

b.     UNREASONABLE LOAD:    User agrees not to use InfoGenius’ services in a way that causes unreasonable load on InfoGenius’ systems or unwanted load on systems with which you direct InfoGenius’ services to interact.

c.     OTHER LAWS:    User will comply with all state and federal laws, rules, regulation and tariffs regarding any specific applications and use of the Website.

4.      DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION

a.     NO WARRANTY:  InfoGenius will make commercially reasonable efforts to assure the accuracy of information provided by this Website.  The Website is provided on an “as is” and “as available” basis.  InfoGenius assumes no obligation that the Website is suitable for the User’s needs, will be uninterrupted, secure, timely, or error-free.  InfoGenius does not guarantee that information available from, or through, the Website is either accurate or reliable, that defects in the software will be corrected, or that the Website will be free of computer viruses or other harmful components.  INFOGENIUS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, OR NONINFRINGEMENT.  IN NO EVENT SHALL INFOGENIUS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, USE, PROFITS, OR OPPORTUNITY, AND THE COSTS OF SUBSTITUTE SERVICE OR DAMAGES RESULTING FROM A THIRD PARTY’S UNAUTHORIZED USE) RELATED TO, OR ARISING FROM, USE, MISUSE, OR INABILITY TO USE THE WEBSITE, REGARDLESS OF WHETHER OR NOT THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE FOREGOING LIMITATION APPLIES TO CLAIMS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), LIABILITY, OR ANY OTHER LEGAL THEORY.  SOME JURISDICTIONS DO NOT ALLOW LIMITING LIABILITY FOR CERTAIN DAMAGES.  IN SUCH JURISDICTIONS, INFOGENIUS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED UNDER LAW.

b.     REMEDY:  You agree that User’s sole remedy for any breach of this Agreement by InfoGenius shall be termination of User’s use of the Website without further obligation to InfoGenius.

c.     INDEMNIFICATION:    User agree to defend, indemnify, save, and hold InfoGenius, its officers, representatives, employees, consultants, partners, co-brands, and agents, harmless from and against any claims, actions, damages, expenses, loss, liability, or demands, including but not limited to reasonable attorney’s fees, by third parties arising from or related to the User’s use or misuse of the Website, violation of the Terms of this agreement, or infringement of third-party rights.  This indemnification agreement shall survive any termination or suspension of User's use of Website.

5.      GENERAL TERMS AND CONDITIONS

a.     CHANGE OF TERMS:    InfoGenius may change the Terms and Conditions at any time. If InfoGenius makes changes to the Terms and Conditions, InfoGenius will post the updated Terms and Conditions on the Website, which shall serve as the sole notice to users of the change. It is the User’s sole responsibility to review the Terms for changes. Continued use of the Website will be deemed acceptance of the changed Terms and Conditions.

b.     HEADINGS:   The section headings contained in this agreement exist solely for readability and have no contractual or legal significance.

c.     ASSIGNMENT:    User may not assign this Agreement (by operation of law or otherwise) without the prior consent of InfoGenius.  InfoGenius may assign or subcontract all or part of InfoGenius’ rights and obligations under these Terms, in which event User will look only to InfoGenius’ assignee and not to InfoGenius for any further performance.

d.     FORCE MAJEURE:   The Website is provided via multiple public and private facilities, some beyond InfoGenius’ control.  InfoGenius does not guarantee the quality or condition of the Website.  The User agrees not to hold InfoGenius responsible for any lost data or interruption of the Website of any kind.

e.     NO AGENCY OR THIRD PARTY BENEFICIARY:    User agrees that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship exists as a result of this Agreement or use of the Website.  User and/or Acccount Holder acknowledge that he/she has no authority or power to bind InfoGenius.  In no event shall InfoGenius be liable for any representation, act or omission made by User.  The parties further agree that nothing in this Agreement is intended, or shall be construed, as creating any rights in third parties.

f.     SEVERABILITY:   If any provision of the Terms is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to comply with applicable laws, and the remainder shall remain in full force and effect.

g.     NO WAIVER:   Any failure by InfoGenius to enforce any provision of these Terms shall not constitute a waiver of any rights under such provision or any other provision of these Terms.

h.     NOTICES:    Except as explicitly stated otherwise, any notices to InfoGenius shall be given by registered mail to InfoGenius, Inc. Attn: Legal Department P.O. Box 90550, Allentown, PA 18109 and such notice shall be deemed given upon receipt by InfoGenius.  User may also provide notice to InfoGenius via email at sales@UptimeSafe.com.  Notice provided by email to InfoGenius shall not, however, be valid unless receipt of such email is confirmed by InfoGenius via return email or otherwise.

Notices from InfoGenius to User shall be given via email using any email address held by User. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, InfoGenius may give a User notice by certified mail, postage prepaid and return receipt requested, to any address where User receives mail. In such case, notice shall be deemed given 3 days after the date of mailing.

i.     JURISDICTION:   This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of law provisions.  Both the User and InfoGenius consent to the exclusive jurisdiction and venue of the appropriate Federal or State court of Lehigh County, Pennsylvania, USA, for resolution of any dispute arising out of or relating to the Terms.

j.     ENTIRE AGREEMENT:    These Terms comprise the entire agreement between the User and InfoGenius regarding the Website and supersedes all previous agreements, stated or implied, made by InfoGenius’ representatives regarding the matters addressed in these Terms.