Terms & Conditions
This page contains the terms and conditions governing your use of the Infowaylive.com web site and its services. Please read this page carefully. By submitting the enquiry form or by hiring any resource from Infoway, the client agrees to accept the following terms and conditions. If you do not accept these terms and conditions, you may not use this service. The entire contents of this website are the copyright of Infoway and may not be reproduced without permission. All rights reserved. Let us summarize the services.
Infoway provides individual remote workers including remote PHP developers, graphic designer, SEO professionals, content writers etc.(“Resources”)
This service also includes:
- Screening, hiring, contracting and payment of Resources.
- Assignment of Resources to customer projects.
- Time log tracking and reporting.
- Any initial customer training and project support
- The assignment of resources, including work timings and start date will be agreed upon by both parties and documented in an email to customer.
- Infoway will provide initial training, including instructions on how to communicate better, an introduction to Resource(s).
- Customer understands that each Resource will be a full time employee of Infoway. Customer will work directly with Resource and Customer will be solely responsible for the projects, and performance of any work product (“Work Product”) developed by Resources for Customer.
- Customer may terminate assigned Resource at any time during the project duration by providing a minimum 15 days notice for each Resource that needs to be terminated.
- Customer will provide licenses to any 3rd Party software that the resource may require to complete the assigned task provided such software(s) are not already available with Infoway.
- Customer will be responsible for incidental expenses, mailing fees, travel expenses, and any other fees that may be incurred by Infoway or Resource on behalf of Customer in connection with this Agreement (“Project Expenses”), provided Customer gave prior approval for these expenses.
Fees and Payments
- Infoway will email Customer with an invoice and time logs detailing hours and work done by each Resource. Any corrections to hours worked must be received in writing within three days and any adjustments will be reflected in the following invoice.
- Infoway may change terms of Resource assignment, including rates, with 60 days written notice to Customer.
- Idle time of the resource(s) must be paid by the client. Infoway will not be responsible for any idle time in case client has no task to be allocated to the Resource(s).
- Infoway will proportionately lower the fees if the number of days worked is less than the specified output.
Term and Termination
- Customer may terminate this Agreement at any time provided all Resource assignments have been terminated and any outstanding account balance has been paid in full.
- Infoway may terminate this Agreement or any part of the Infoway services :
- At any time in the event Customer defaults on any obligation hereunder, including non-payment of fees, and does not remedy such default within seven (7) days of notice thereof or
- Upon thirty (30) days written notice if Infoway terminates or significantly alters its product or service offering
- Effect of Termination: Infoway will cease charging Customer for any new Service Fees after termination of this Agreement. Unless otherwise specified in writing by Infoway, Customer will not receive any refund for payments already made by Customer. If termination of this Agreement is due to Customer default hereunder, Customer shall bear all costs of such termination, including any reasonable collection costs or costs that Infoway incurs in closing Customer account. Upon termination, Customer shall destroy any copy of the materials licensed to Customer hereunder. Customer agrees that upon termination or discontinuance for any reason, Infoway may delete all information related to Customer on the Infoway Tools, if applicable. In addition to the terms set forth herein, certain Infoway services may have additional terms regarding termination, which are set forth in the Resource assignment email.
Confidential and Proprietary Information
- Each party shall keep confidential and not disclose to any third party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information,
- That at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section,
- That is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto,
- That is or has been independently acquired or developed by such party, or
- To the minimum extent possible, as required by court order or as otherwise required by law, on condition that notice of such requirement by law or judgment for such disclosure is given to the other party prior to making any such use or disclosure.
- Infoway agrees that its employees and contractors working on Customer assignments have signed or will sign a non-disclosure agreement requiring at least the level of confidentiality specified above.
- Customer shall retain ownership of all data, software applications, tools, other intellectual property, etc. (“Customer Materials”) supplied for use under this Agreement. Customer warrants that it either owns or has a valid license to use or have used Customer Materials provided to Infoway for use in performing services for Customer and grants a license to use such Customer Materials. Infoway agrees to restrict the use of Customer Materials to employees and contractors performing services for Customer and to return all Customer Materials upon request or completion of the assignment.
- Upon receipt of payment for the services provided, Customer shall own the software developed by Infoway for Customer under this Agreement (“Work Product”). Infoway agrees to perform, during and after performance of services, all acts deemed necessary or desirable by Customer, at Customer’s expense based on Infoway’s standard billing rates in effect at the time, to perfect and enforce the full benefits, enjoyment, rights and title throughout the world in the Work Product. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings. In the event that Customer is unable for any reason whatsoever to secure Infoway’s or engineer’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Infoway hereby irrevocably appoints Customer and its duly authorized officers and agents as its agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by Infoway.
- Infoway agrees that its employees and contractors working on Customer assignments have signed or will sign an agreement requiring at least the level of assistance specified above and agreeing that ownership of such Work Product transfers to Customer.
- Notwithstanding anything to the contrary in this Agreement, Infoway shall not be prohibited or enjoined at any time by Customer from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, “skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be learned or acquired on Customer assignment that could be used on similar work performed for other clients.
Each party shall indemnify and hold harmless the other party (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 as a result of any claim, judgment, or adjudication arising from a claim that use of that party’s software, or its use of third party software, infringes upon the intellectual property rights of a third party. To qualify for such defense and payment, the party must
- give the other party prompt written notice of a claim; and
- allow that party to control, and fully cooperate with it, in the defense and all related negotiations.
Warranties and Disclaimers
- Infoway will use reasonable commercial efforts to provide the professional services as set forth in the Resource Assignment Email in accordance with this Agreement, and that the services will be performed in a workman like fashion. Customer understands that there may be occasions when an assigned engineer becomes unavailable either temporarily or permanently. Infoway’s responsibility in such cases is to provide a comparable replacement Resource.
- Limitation of Remedies. Infoway’s entire liability and exclusive remedy in any cause of action based on contract, tort or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid by Customer to Infoway. No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the occurrence of the event giving rise to such cause of action.
- NEITHER INFOWAY NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICES SHALL IN ANY EVENT WHATSOEVER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE DEVELOPED FOR CLIENT EVEN IF INFOWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Should any provision hereof be deemed, for any reason whatsoever, to be invalid or inoperative, such provision shall be deemed severable and shall not affect the force and validity of other provisions of this Agreement.
This Agreement, including the Customer Account information and Resource Assignment Email(s), sets forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by both parties. Any notices in connection with this Agreement must be in writing and sent by first class mail or equivalent, confirmed facsimile or major commercial rapid delivery courier service for Customer to the address specified in the Customer Account or to Infoway LLC at 22642 Mobile Street, West Hills, CA 91307, USA or such other address as may be properly specified in a subsequent written notice.
For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. Infoway will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any.
Non-Solicitation of Personnel
During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit the employees or contractors of Infoway without the prior written consent of Infoway.
Neither party shall have the right to assign this Agreement to another party except that Infoway may assign its rights and obligations to a successor to substantially all its relevant assets or business.
This contract and any dispute arising hereunder shall be governed by the laws of the State of California, USA without regard to principles on conflicts of laws.
Agreement to be bound
By applying for Infoway service(s) through Infoway online signup process or otherwise, or by using the service(s) provided by Infoway under this Agreement, Customer acknowledges that Customer has read and agrees to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
Neither party undertakes any responsibility if it is prevented from performing its obligation due to sickness, accident, death of its employees or Consultants or any other cause beyond the control of such party.