Trioptek - Terms of Service and Use/Policy Agreements

Trioptek Solutions, Inc. Terms of Service and Use/Policy Agreements

Updated: April 30, 2007

For questions or comments, please contact admin@trioptek.com

Please select one of the following sections:

Trioptek.com and Trioptek.net Website Terms of Service and Use

Trioptek Website and Email Hosting Service Agreement

Trioptek.com and Trioptek.net Website Terms of Service and Use

These website terms and conditions apply to websites owned or operated by Trioptek Solutions, Inc. Please note that these terms and conditions will apply to all website-based services and content owned and operated by Trioptek Solutions, Inc. unless specified otherwise.

Permission to make and internally use copies of the text, graphics, images, video and all other related files and other information ("Content") from this World Wide Web (WWW) server is granted subject to the following:

Any copies must include all appropriate copyright notice(s), and
Any copies shall be used only for internal, non-commercial use,
Permission is granted only to the person legally accessing this server and is not transferable to any other person.

The Content may contain other proprietary notices or describe products, services, processes or technologies owned by Trioptek Solutions, Inc. or third parties. Except for the foregoing limited license to make and internally use copies of the Content, nothing contained herein shall be construed as granting to the user a license under any copyright, trademark, patent or other intellectual property right of Trioptek Solutions, Inc. or any third party.

Requirements for linking to www.trioptek.com
Trioptek Solutions, Inc. makes no representations or warranties concerning the legality or propriety of the content of any site linked to this site.

Use of the Content from this site on any other site or in a networked computer environment, including but not limited, framing the Content within another site, is expressly prohibited without the prior written permission of Trioptek Solutions, Inc..

Upon our written consent, you must agree to the following guidelines:

You must link only to our homepage, and not to pages within the site itself.
Trioptek Solutions, Inc. link must not appear connected to any other logos and graphics.
No alterations or sizing of Trioptek Solutions, Inc. artwork, logos or graphics is permitted.
The Trioptek Solutions, Inc. name and logo must not be associated with unfair, deceptive or libelous advertising or commentary or used in any way that will tend to injure or compromise our professional reputation and identity and policies.
Your text hyperlink must include the following company name: Trioptek Solutions, Inc. No changes or stylization is permitted.

Trademarks
Trioptek is a trademark of Trioptek Solutions, Inc. and the other trademarks, logos, and service marks (collectively the "Trademarks") used in this site are the property of Trioptek Solutions, Inc. or their respective owners. Nothing contained in this site should be construed as granting by implication, estoppel, or otherwise, a license or right of use of Trioptek Solutions, Inc. any other Trademark displayed in the site without the written permission of Trioptek Solutions, Inc. or its respective owner.

Consent to Monitoring and Disclosure
Trioptek Solutions, Inc. is under no obligation to monitor the Content and any other information residing on or transmitted to this server. However, anyone using this server agrees that Trioptek Solutions, Inc. may monitor the server contents periodically to (1) comply with any necessary laws, regulations or other governmental requests; (2) to operate the server properly or to protect itself and its users. Trioptek Solutions, Inc. reserves the right to modify, reject or eliminate any information residing on or transmitted to its server that it, in its sole discretion, believes is unacceptable or in violation of these terms and conditions.

Disclaimer of Liability
THE USER OF THIS SITE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SERVER AND THE INTERNET GENERALLY. TRIOPTEK SOLUTIONS, INC. AND ANY AFFILIATES DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE CONTENT, INCLUDING BUT NOT LIMITED TO THE DOCUMENTATION AND RELATED GRAPHICS, ACCESSED FROM, OR VIA, THIS SERVER OR THE INTERNET, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TRIOPTEK SOLUTIONS, INC. DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SERVER OR OTHER MATERIAL ACCESSIBLE FROM THE SERVER. IN NO EVENT SHALL TRIOPTEK SOLUTIONS, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE CONTENT, THIS SERVER OR THE INTERNET GENERALLY.

No Warranties
Any Trioptek Solutions, Inc. material on this server may include technical inaccuracies or typographical errors. Trioptek Solutions, Inc. has the right to make changes and updates to any Content contained within this server without prior notice. THE CONTENT PROVIDED ON THIS SERVER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR CONTENT GIVEN BY Trioptek Solutions, Inc., ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. NEITHER TRIOPTEK SOLUTIONS, INC. NOR ITS AFFILIATES WARRANTS THAT THE CONTENT ON THIS SERVER OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTIBLE OR ERROR FREE OR THAT ANY CONTENT, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THIS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Disclaimer of Endorsement
Reference herein to any products, services, processes, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply its endorsement, sponsorship or recommendation by Trioptek Solutions, Inc.. Product and service information is the sole responsibility of each individual vendor.

Digital Millennium Copyright Act
Pursuant to Title II of the Digital Millennium Copyright Act, all claims of copyright infringement for material that is believed to be residing on Trioptek Solutions, Inc. system or network, should be promptly sent in the form of written communication to Trioptek Solutions, Inc.'s Designated Agent: Jonathan D. Pike, CEO.

All claims must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Trioptek Solutions, Inc. Website and Email Hosting Service Agreement

Web Site Hosting Service Agreement

The following agreement is between Trioptek Solutions, Inc. (TRIOPTEK) and the Client (“Client”)

WHEREAS, TRIOPTEK is an Internet Service Provider offering storage and transfer of documents and other information over the Internet;

WHEREAS, Client seeks to use these servers for its own purposes;

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, TRIOPTEK can make no guarantee that any given party shall be able to access the server made available by TRIOPTEK at any given time. TRIOPTEK represents that it shall make every good faith effort to ensure that the server is available as widely as possible and with as little service interruption as possible;

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;

I. Financial Arrangements:

Length of service
Client agrees to an initial 12 months contractual term of service (“Term”). The length of contract required is based on the type of service desired by the Client and shall be determined solely by TRIOPTEK.
Service start date
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon TRIOPTEK's receipt of payment for such first Term of service or upon a mutually agreed upon other date.
Renewal by client
This agreement will automatically renew for successive 12 month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to your account.
Failure to pay
1. In the case of a web site hosted on a TRIOPTEK hosting server, failure of Client to remit payment to TRIOPTEK by the invoice due date is cause for removal of the Client's web site files from the TRIOPTEK hosting server. Client agrees that TRIOPTEK shall not be held liable for such removal or disconnection.
2. In the case of a customer's co-located server, failure of a Client to remit payment to TRIOPTEK by the invoice due date is cause for the server to be disconnected from the TRIOPTEK network and unplugged without further notification by TRIOPTEK. Client agrees that TRIOPTEK shall not be held liable for such removal or disconnection. Disconnected customer owned equipment shall be returned to the customer only upon full payment of outstanding invoices, less any credits due based on our Refund Policy, below. TRIOPTEK shall not be held responsible for such equipment when held in such disconnected/unplugged fashion for over sixty days, after which the equipment will be deemed to be abandoned by the customer.
Refund policy

As detailed above, cancellation by Client must be in writing with 30 days notice.
Setup charges are not refundable under any circumstances.
Software Licensing fees are not refundable under any circumstances.
The first term of service is not refundable under any circumstances.
Refunds of renewal fees paid to TRIOPTEK shall only be made for fully unused calendar months of service that the Client desires to cancel.
Client shall not be entitled to any refund of any monies under any circumstances should this agreement be terminated due to a violation of any rules and regulations as outlined in this Terms of Service.

II. Taxes:

TRIOPTEK shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Client or TRIOPTEK's server. Client agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.

III. Material and Products:

TRIOPTEK will exercise no control whatsoever over the content of the information passing through the network except for what is noted in section IX of this agreement, relating to Lawful Purpose, and with respect to the TRIOPTEK Policies and Terms of Service Agreement located at http://www.trioptek.com/terms.asp

TRIOPTEK makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. TRIOPTEK also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of TRIOPTEK is at the Client's own risk, and TRIOPTEK specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. TRIOPTEK does not represent guarantees of speed or availability of end-to-end connections. TRIOPTEK expressly limits its damages to the Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. TRIOPTEK specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

IV. Trademarks & Copyrights:

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

V. Age:

Client certifies that he or she is of full legal age to enter into this agreement.

VI. Policies

Client agrees to all terms in the TRIOPTEK Policies and Terms of Service Agreement located at http://www.trioptek.com/terms.asp.

TRIOPTEK network resources used by Client may not be used to impersonate another person or misrepresent authorization to act on behalf of others or TRIOPTEK. All messages transmitted by Client should correctly identify the sender. Users may not alter the attribution of origin in electronic mail messages or posting. Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access.

VII. Termination:

This Agreement may be terminated by either party, without cause, by giving the other party 30 days written notice. Written notice may be by postal, email or fax transmission. TRIOPTEK reserves the right to verify all cancellations before terminating service. Notwithstanding the above, TRIOPTEK may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with any of the terms of this Agreement.
Termination for any violation of the TRIOPTEK Policies and Terms of Service Agreement shall be immediate. TRIOPTEK may, at its option, cancel or suspend service immediately should it believe Client has violated or is about to violate the TRIOPTEK Terms of Service agreement located at http://www.trioptek.com/terms.asp or should the Client fail to remit payment to TRIOPTEK by the Client's invoice due date.
Client may be liable for certain fees relating to termination when such termination is due to Unsolicited Commercial E-Mail.
Notice of cancellation
Written notice of cancellation may be by postal mail, email or fax transmission. Upon cancellation, Client may be liable for related fees of any licensed software or third-party service fees in conjunction with Client web site.

VIII. Limited Liability:

1. Client expressly agrees that use of the Server offered by TRIOPTEK is at Client's sole risk. Neither TRIOPTEK, its employees, affiliates, agents, merchants licensers or the like, warrant that the Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the TRIOPTEK Server Service.

2. Under no circumstances, including negligence, shall TRIOPTEK, its offices, agents or anyone else involved in creating, producing or distributing TRIOPTEK's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the TRIOPTEK Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to TRIOPTEK's records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on TRIOPTEK's Server service.

3. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement.

IX. Lawful Purpose:

Client may only use TRIOPTEK's Server service for lawful purposes. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secrets.

X. Indemnification:

Client agrees that it shall defend, indemnify, save and hold TRIOPTEK harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees asserted against TRIOPTEK, its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless TRIOPTEK against Liabilities arising out of any of the following:

any injury to person or property caused by any products sold or otherwise distributed in connection with TRIOPTEK's Server service;
any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party;
copyright infringement; and
any defective product which Client sold on the Server offered by TRIOPTEK.

XI. Domain Name Ownership, Disputes, and Use

Any domain name registered by TRIOPTEK on behalf of Client is the property of said Client after the Client has paid TRIOPTEK any registration fees that TRIOPTEK has incurred on behalf of the client. TRIOPTEK claims no ownership over Client domain names that the Client has paid to register. At its option, TRIOPTEK will either arrange for any billing for names registered by TRIOPTEK on behalf of Client to be sent directly by the registrar or agent thereof to the Client, or TRIOPTEK will directly bill the client for these registration fees plus applicable expenses, and/or service charges, if any.

Client agrees that TRIOPTEK may be presented with information that Client's domain name possibly violates the trademark rights or other intellectual property rights of a trademark or other intellectual property rights owner. In case of such action, Client agrees to the following:

Client agrees to hold TRIOPTEK harmless of any action taken by such owner regardless of the outcome of such dispute and regardless of whether Domain Name Service hosting for Client's domain is hosted at or continued to be hosted at TRIOPTEK.
Client agrees that TRIOPTEK has the right to discontinue name service in the event of such dispute over a Client's domain name.
Client agrees that should TRIOPTEK discontinue name service for Client's domain upon notification of such dispute that TRIOPTEK will not be liable for any loss of business, interruption of business, loss of Client's domain name, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if TRIOPTEK has been advised of the possibility of such damages.
In no event shall TRIOPTEK's maximum liability exceed the cost of the domain name registration, not to exceed twenty ($20.00) dollars.

Client agrees that a TRIOPTEK contact person shall be named as the “technical or zone contact” for any domains hosted at TRIOPTEK. Client agrees that TRIOPTEK may create and use network resources with the Client's domain name for administrative, testing, and network infrastructure enhancement purposes.

XII. Contract Revisions:

Revisions to this Contract will be considered agreed to by the Client on renewal of TRIOPTEK Services as specified in Section I. Financial Arrangements.

This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract are agreed to by the parties upon renewal of services. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.

Trioptek Solutions, Inc. Content Ownership Agreement

Upon project completion and payment of all related charges and fees by the client, all deliverables including content, graphic assets, web site assets, code assets, database structures and related documentation will follow the ownership model as outlined below:

Client Supplied Content – Client retains all rights to pre-existing works and or copyrighted material supplied to Trioptek Solutions, Inc. during the course of the project

Third-Party Content – All material and/or content supplied during the project under previous ownership by a Third-Party will remain the sole property of the Third-Party

Content Created During Project – All material and/or content developed during the project by the Developer (Trioptek Solutions, Inc.) for the client in the following areas will become the property of the Client once the project is completed and the full monetary balance is paid:

Client specific custom logos
Client specific custom graphic elements (photographs, bitmaps, vector art)
Client specific custom media (audio, video, presentations)
Web copy and online text (excluding programming code)
Digital forms and documents

Excluded Content and Assets

The following items will remain the property of Trioptek Solutions, Inc. indefinitely unless specified otherwise:

Web programming code developed by Trioptek Solutions, Inc. prior to the project and used in the current project
Web programming code developed during the current project that is both specific and/or non-specific to the client and the project
Graphic themes, graphic assets and templates not developed with project specificity

Trioptek Solutions, Inc. grants the Client full usage rights of any and all deliverables as long as proper ownership rights remain. Client is entitled to edit, upgrade or otherwise change any and all deliverables as the client sees fit. Client is not entitled to take ownership of Excluded Content and Assets outlined above or any Third-Party provided material.

Hosting Services and Usage Rights

Trioptek Solutions, Inc. grants full usage rights under the provision that hosting and ownership control is maintained under a valid hosting contract with Trioptek Solutions, Inc., or an approved Third-Party Hosting Provider. Client is entitled to change hosting providers at any time, provided Trioptek Solutions, Inc. is notified in writing 30 days prior to cancellation of hosting account and no outstanding contracts are in effect. Client may be required to purchase usage rights of any related deliverables and/or services under the ownership of Trioptek Solutions, Inc. prior to implementation on a Third-Party Hosting Provider.