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Privacy Policy

We care about your privacy and believe in transparency. That’s why at Cyticx, Inc. (“Cyticx”, “us”, or “we”), a Florida corporation, we’re committed to being upfront about our privacy practices. We only collect personal information necessary to deliver our services and we handle it responsibly.

The purpose of this Privacy Policy is to inform you of our practices with regard to personal data we collect from or about you in connection with our web site (the “Site”) or through the provision of our services. We’ll refer to the Site and our other services as the “Services.” This Privacy Policy describes why and how we collect and use the personal information of our customers and website visitors. It also describes your options to choose how we use your personal data and how to contact us with any concerns and requests to in relation to that.

We may update this Privacy Policy from time to time in our sole discretion; the current version may be found at https://www.Cyticx.com/privacy/. By using the Services you acknowledge your consent to the practices described herein.

Information Collected

The information that Cyticx collects is hosted on servers located in the United States (U.S.), unless otherwise provided, and may be processed or accessed outside of the European Economic Area countries by us or our service providers. By using our services, you freely and expressly give Cyticx your consent to export your information and data outside of the European Economic Area. We collect the following types of information from you to provide you with the products and services you purchased and for the purposes described below. We may collect any or all of the information via both automated means such as communications profiles or cookies.

When you access and browse the Site (including, but not limited to, when you submit personal information to us through data entry fields on the website) we will collect the following from you:

Personal Information: The personal information we collect depends on the type of service, support, or sales inquiry, and may include your name, address, telephone number, fax number and email address, dates of service provided, types of service provided, payment history, manner of payment, amount of payments, date of payments, domain name, credit card or other payment information. We may also ask visitors, users, or prospective users of the Services for additional personal information such as their professional background, specific needs, and budget. Financial information will only be used to bill you for the products and services you purchased. If you purchase by credit card, this information may be forwarded to your credit card provider. A security icon may appear in your browser when transferring personal information.

Log Data and Activity Tracking: As is true of most websites, we gather certain information automatically through your use of the Site. Cyticx collects certain information automatically from visitors to the Site and users of the Services, such as Internet addresses, browser types, referring domains, timestamps (time page accessed as well as time spent per web page), as well as the specific pages the visitor has requested. This information is logged to help deliver a better user experience (for example, by displaying personalized content to you based on your interactions with the Site or Services), to diagnose technical problems, to support marketing activities and so that we may better administer the Site and the Services in order to constantly improve the quality of the Site and Services.

We also use analytical software to help us understand this information. This software sends information to its licensor. Other sites and companies may also use this software. As a result, the licensor may collect information that, when aggregated by them, allows them to identify you individually. We have no responsibility for this collection and use.

Cookies: Your Internet browser stores small text files (“cookies”) that hold information which allow a website to recognize your account. We use cookies to save your preferences and login information, and to provide personalized functionality. We may use cookies to collect, store, and sometimes track information for statistical purposes to improve the products and services we provide and to manage our telecommunications networks.

Our Site includes marketing cookies and remarketing pixel provided by third parties. That allows these parties to collect the information that you have visited our Site and were interested in certain offers. We also use beacons, tags, click tracking codes and scripts to analyze trends and movements of users around the Site, gather information about user base as a whole and how we can improve our service and Site, to provide advertising based upon activities and interests and to measure advertising effectiveness. As a result we may display targeted, or interest-based, offers to you based on the products you currently own or have recently viewed and deliver other communication more relevant to you and your interests outside of our Site, on other websites part of the third party’s network.

You can manage your preferences regarding Cookies either by modifying your browser settings. Please note that if you simply disable all of our cookies or cookies in general in your browser settings, you may find that certain sections or features of our Site will not work, because your browser may prevent us from setting Site functionally required cookies.

You can find more detailed information about our use of cookies in our Cookies Policy at https://www.Cyticx.com/cookies.

Customer Surveys: We may periodically conduct customer surveys. Participation in our customer surveys is voluntary. However, we encourage our users to participate in these surveys because they provide us with important information that helps us improve the types of services we offer and how we provide them to you. Your personal information, if provided, will remain confidential, even if the survey is conducted by a third party service provider on our behalf.

Social Media: Our website includes social media features (such as the Facebook “Like” button). These features may collect your IP address and which page you are visiting on our website, and may set a cookie to enable the feature to function properly. Social media features and widgets may be hosted by a third party or directly on our website. Your interactions with these features are governed by the privacy policy of the company providing the feature.

Other Information: We also receive and store any information that you provide on our Site, our Chat service, any complaint forms on our site, email, telephone, or any other type of communication with our team or related to the provisioning of our Services. Whenever you contact us, we will record the ticket, chat or call to ensure we have an accurate record of all communication, which is needed to provide our Services and to support any action taken by our team as a result in the event of a dispute over our response.

Information Collected By Our Customers: Our customers may collect personal data in connection with the Services we provide to them. Cyticx’s customers control the personal data they collect, and Cyticx will not use or disclose that personal data except as authorized or directed by the customer in the course of our provision of the Services. If your personal data is controlled by one of our customers and you have concerns about the way that data is managed, please contact that customer directly.

Information Use

In addition to the uses of information already described above, we may also use the information provided to contact users and visitors to further discuss their interest in the Site and the Services, or to send users and visitors information regarding Cyticx or its partners, such as new features, promotions and events. Any such communications will be sent in accordance with users’ and visitors’ marketing preferences. Visitors and users can opt out of receiving such information at any time, by following the instruction to unsubscribe that are included in every communication. We may also email users with service-related information concerning the Services or the Site.

All financial and billing information collected through the Site is used solely to check the qualifications of prospective users and to bill for the Services. This billing information is not used by Cyticx for marketing or promotional purposes.

Personal Information: The information we collect is used for billing and to provide service and support to our customers. We may study this information to determine our customers’ needs and to promote certain products and services or additional support. We may also generate non-identifying and aggregate profiles from information that our customers provide during registration (such as the total number of customers in a given category). This aggregated and non-identifying information may be used to promote advertisements that appear on our website and in connection with our services.

We take reasonable precautions to prevent unauthorized access to your information. Accordingly, we may require you to provide additional forms of identity should you wish to obtain information about your account details. Cyticx may also use the information you provide to email Cyticx’s occasional newsletter to the primary contact e-mail on file, or to contact you about other products or services that we think may be of interest.

Contracts: The use of your information is necessary to perform any contractual obligations for any web development, search engine optimization, marketing, or other Services you may have purchased from us.

Log Files: We use IP addresses to analyze trends, administer our site and servers, track access, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. However, it is possible that personal information about a customer may be included in the log files due to the normal functions of IP addresses and Web browsing.

Customer Surveys: We may use the contact and other information provided to follow up with customers who respond to our customer surveys to help resolve issues internally or with our third party partners. For example, Cyticx may contact customers based on their survey answers or to highlight certain changes we made in response to customer feedback. Cyticx may also use this information to contact customers about Services that we think may be of interest.

Data Processed on behalf of Users: Users utilize the Services to store and process their data (“Users’ Data”). Cyticx stores and processes Users’ Data only on behalf of, and as instructed by, its users. For example, Users’ Data may be viewed or accessed by Cyticx for the purpose of resolving a problem or support issue. Cyticx may also access Users’ Data if necessary to investigate a suspected violation of the Terms of Service for the Site and the Services, or as may be required by law. Users are responsible for maintaining the confidentiality and security of their user registration and password. Except as instructed by its users (or where required by law), Cyticx will not review, share, distribute, print or reference any Users’ Data on the Site or the Services. Cyticx processes Users’ Data as a “processor” on behalf of the relevant Users, who are the “controllers” of the Users’ Data and instruct its processing in accordance with their own terms and privacy policies.

Sharing Information

Cyticx may share users’ and visitors’ information in the following ways:

Credit Card Processing: Cyticx uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on Cyticx’s behalf.

Third Party Services: We may transfer (or otherwise make available) your personal information to third parties that help us provide our services or provide services on our behalf. If a user registers for these services, we will share names or other contact information that is necessary for the third party to provide these services. These third parties are not allowed to use personal information except for the purpose of providing these services.

Service Providers: We may disclose your personal information to organizations that perform services for Cyticx to provide customer support, and similar services. We will share with these companies only the personal information they need to provide the Services. These organizations will be required to agree to use such information solely for the purpose of providing services to Cyticx, under our instructions, and to keep that information secure.

Potential Acquirers of Cyticx’s Business: If the stock or assets of Cyticx, its subsidiaries, its joint ventures or any combination of such are acquired by another entity, some or all of Cyticx users’ and visitors’ personal information may be provided to such successor. In such a case, the successor will be instructed to handle the personal information in the same manner as provided in this Privacy Policy.

Domain Registration: In certain jurisdictions or pursuant to the rules of the Internet Corporation for Assigned Names and Numbers (“ICANN”) or certain registries, the contact information you provide to register a domain name (“Domain Name Registration Information”) has to be made available and accessible to the public through a “WHOIS” search. The WHOIS database is a publicly accessible database that lists the Domain Name Registration Information for a particular domain name, the name server(s) to which the domain name points, and the domain name’s creation and expiration date. The Domain Name Registration Information you provide is hosted by us or a third party service provider and is made available to the public through WHOIS searches. At times, customers may receive solicitations that result from searches of the publicly available WHOIS database by other companies or individuals. Any such solicitations or SPAM do not come from Cyticx and we do not control the use of WHOIS information by third parties. Further, pursuant to ICANN rules, Cyticx is required to make WHOIS data available to any third party that enters into a bulk access agreement. While ICANN allows individuals to opt-out (using the account management panel, domain management console or similar service) of having their WHOIS information made available to third parties through bulk access, companies, such as ours, businesses, and other organizations do not have the ability to opt-out of having their information made available to a third party that enters a bulk access agreement. We may also deposit your Domain Name Registration Information with a third-party escrow provider to comply with ICANN requirements.

Legal Reasons: We may access, preserve and share information about customers with companies, organizations, governmental entities or individuals outside of Cyticx if we believe, in good faith, that the law requires us to do so. This may include, but is not limited to, responding to subpoenas, court orders or other legal processes (such as law enforcement requests). We may also access, preserve and share information about customers as necessary to: (i) establish or exercise Cyticx’s legal rights or defend against any legal claim including threatened claims involving Cyticx based on the anonymity of a domain name; (ii) investigate, prevent, or take action regarding suspected fraud or other illegal activities; (iii) prevent death or serious physical harm to any person; or (iv) investigate violations of Cyticx’s Terms of Service.

You can find more detailed information about how we comply with requests for customer data in our Data Request Policy at https://www.Cyticx.com/data

Consent: We may disclose users’ and visitors’ personal information with third parties where we have consent to do so.

Data Protection Rights

Correcting/Updating Personal Information: If a customer’s information changes, or if a customer no longer desires our Services, we will endeavor to provide a way to correct, update or remove that customer’s personal data in our records. In most cases, this can be achieved via our Control Panel at https://app.Cyticx.com or by emailing us at privacy@Cyticx.com.

Opt Out: By default, customers will receive invoices, any system updates, Cyticx newsletters and other mailings. Customers are able to opt out of newsletters and mailings by using the unsubscribe link in any promotional email or as otherwise provided in the communication. Please note that customers may not opt out of receiving important system notifications or emails about their accounts.

Public Forums: Please remember that any information you may disclose or post on public areas of our websites or the Internet, becomes public information. You should exercise caution when deciding to disclose personal information in these public areas. To request removal of your personal information from our community forums or testimonials, contact us at privacy@Cyticx.com. In some cases, we may not be able to remove your personal information, in which case we will let you know why we are unable to do so.

We will acknowledge and respond to all access, correction, update, opt-out and deletion requests within 30 days of receipt. We will respond to all requests from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws.

In addition, if you reside in the European Economic Area or Switzerland, you also have the following rights:

  • You have the right to object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information. You can exercise these rights by contacting us at privacy@Cyticx.com.
  • If we have collected and process your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
  • You have the right to complain to the data protection authority about our collection and use of your personal information. For more information, please contact your local data protection authority. (Contact details for data protection authorities in the European Economic Area, Switzerland and certain non-European countries (including the US and Canada) are available at http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index_en.htm).

Data Security

Cyticx uses appropriate administrative, technical, organizational, and physical security measures to protect our users’ and visitors’ information and data against accidental or unlawful destruction, loss, and alteration, and against unauthorized disclosure and access. We use standard industry practices to protect visitor and user information, including firewalls, SSL encryption, limiting storage of financial information to a PCI compliant third party provider, system redundancies, and keep our servers at a 24/7 secured, controlled environment.

Unfortunately, no data transmission or storage can be guaranteed to be 100% secure. While we strive to protect your personal information, we cannot guarantee security of the information you transmit to us or host with us using our Services.

Age Restrictions

In accordance with Cyticx Terms of Service, we do not sell products, provide services or collect information from any individual under the age of 18. If you are under the age of 18, you are not allowed to use the Site and you must request your parent or guardian to use the Site instead. Should you have an evidence that someone under the age of 18 has bought services and provided their personal information to us, please contact us at privacy@Cyticx.com. We will use all reasonable efforts to delete such information from our systems.

Data Retention

We retain personal information we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with the Service you have requested or to comply with applicable legal, tax or accounting requirements).

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

International Data Transfers

Visitors’ and users’ information may be transferred to, and processed in, countries other than the country in which they reside. Specifically, Cyticx’s Site and Services are hosted on servers located in the United States of America, and our group companies and third party service providers and partners may operate around the world. This means that when Cyticx collects visitors’ and users’ information, such information may be processed in any of these countries. For more information about how we transfer visitors’ and users’ information, please contact privacy@Cyticx.com.

California Residents

If you are a California resident, please see our CCPA Privacy Notice, which is incorporated into this Privacy Policy by this reference.

Changes to This Policy

We reserve the right to revise, amend, or modify this Privacy Policy at any time and in any manner. However, if we plan to materially change how we plan to use previously collected personal information, we will provide you with advance notice prior to the change becoming effective and an opportunity to opt-out of such differing uses. We encourage you to periodically review this page for the latest information on our privacy practices.

Questions

Cyticx encourages individuals covered by this Privacy Policy to raise any concerns about our processing of personal information by contacting us at:

Cyticx, Inc.

 

E-mail: privacy@cyticx.com

IMPORTANT NOTE: IN THE EVENT YOU SEND US A NOTICE OF ANY KIND VIA EMAIL AND DO NOT RECEIVE A RESPONSE FROM US, PLEASE SUBMIT A DUPLICATE COPY VIA PAPER MAIL TO ENSURE WE RECEIVE YOUR REQUEST.

 

Our Policies

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Privacy Policy | Terms and Conditions

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This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Customer.

  1. Term and Termination – This Agreement shall be effective as of the time frame Customer signs up for SEO Services. 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 thirty (30) days of receipt of the notice. This Agreement may be terminated by Slamdot (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Slamdot or hinders Slamdot’s ability to perform the SEO Services hereunder.

  2. SEO Services – Slamdot agrees to provide Customer with SEO Services as described in this Agreement. Slamdot is authorized to use the specific keywords and/or phases provided by Customer for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include:

    • Research keywords and phrases to select appropriate, relevant search terms.
    • Submit Customer’s pages to search engines and directories as set forth in this Agreement.
    • Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
    • Create positioning reports showing rankings in the major search engines and under which keywords.

  3. Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay Slamdot any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any SEO Services. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO SLAMDOT AS PROVIDED IN THE AGREEMENT. SLAMDOT IS HEREBY AUTHORIZED TO CHARGE CUSTOMER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO SLAMDOT.

  4. Customer Responsibilities – For the purposes of providing these services, Customer agrees:

    • To provide Slamdot with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
    • To authorize Slamdot use of all Customer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Slamdot for search engine positioning and optimization.
    • That if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Customer agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.

  5. Search Engines – Selected search engine submissions include:

    • Google
    • Yahoo
    • Bing
    • AOL
    • Ask

  6. Customer Acknowledgements – Customer understands, acknowledges and agrees that:

    • Slamdot has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Slamdot will resubmit those pages that have been dropped from the index.
    • Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Slamdot will re-submit the web site(s) based on the current policies of the search engine or directory in question.
    • Some search engines and directories offer expedited listing services for a fee. Slamdot encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.

  7. Web Site Changes – Slamdot is not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).

  8. Additional Services – Additional services not listed herein will be provided for a fee of $100.00 per hour. Slamdot is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $100.00 per hour.

  9. Indemnification – Customer shall indemnify and hold harmless Slamdot (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 Slamdot as a result of any claim, judgment, or adjudication against Slamdot 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 Slamdot (the “Customer Content”), or (b) a claim that Slamdot’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Slamdot 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.

  10. Disclaimer of All Other Warranties – SLAMDOT DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, SLAMDOT PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. 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.

  11. Limited Liability – IN NO EVENT SHALL SLAMDOT BE LIABLE TO CUSTOMER 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. THERE SHALL BE NO REFUNDS. SLAMDOT 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.

  12. Customer Representations – Customer makes the following representations and warranties for the benefit of Slamdot:

    • Customer represents to Slamdot and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Slamdot 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 Slamdot and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
    • Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Slamdot for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Slamdot and its subcontractors from any liability or suit arising from the use of such elements.
    • 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 Slamdot and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

  13. 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, Slamdot 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.

  14. 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.

  15. Relationship of Parties – Slamdot, 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. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of Slamdot, whether by regulation or contract. In no way is Slamdot 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.

  16. Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. 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.

  17. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Tennessee. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Tennessee including the federal courts therein 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.

  18. 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.

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

  20. 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.

  21. 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.

  22. No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

  23. Disputes – Customer and Slamdot 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 in Knox County, Tennessee and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Tennessee sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Tennessee or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. 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 any court.

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