Esencia Inc.

Legal Information
AGREEMENT BETWEEN USER AND Esencia Inc.

TERMS OF USE
This Agreement is between EIS and you ("you", or "user", or EIS Customer) as a user of EIS Web Sites and Services (the "site", or the "service"). By using EIS Web Site and Services, you are agreeing to be bound by all of the terms in this agreement. If you don't wish to be bound by this agreement, then don't use EIS Web Sites and Services. We may change the terms and conditions of this agreement at any time and without prior notice. You agree to be bound by all of the terms of this, and all future agreements, as long as you use EIS Web Site and Services.

CONTENT
"Content" means any information, expression, or other material and services found on EIS Web Sites and Services. This includes message forums, chat, our original stuff, and anything else we come up with. All Content on EIS Web Sites and Services belongs to us and may not be reproduced without our prior written consent. All our Content is protected under U.S. and international copyright laws and is intended for individual, personal use only. You may not modify, retransmit, sell, or copy any of the Content in any way, except that you may make one copy for your personal use.

You agree that we shall have an unlimited license to republish anything that you post in our areas. We'll only republish such posts in context, and won't republish them for advertising purposes without your permission.

EIS Web Sites and Services provides information, commentary, and entertainment on a broad range of topics. Under no circumstances shall EIS Web Sites and Services be liable for direct, indirect, or incidental damages resulting from your use of that information, commentary, or entertainment. You agree to indemnify us and hold us harmless from any actions, claims, proceedings, or liabilities arising from your use of the Content.

CONDUCT
You agree to use the service for lawful purposes only. You may not use, or allow others to use, your EIS Web Sites and Services to:

• Post or transmit any content that is abusive, vulgar, obscene, hateful, fraudulent, unlawful, threatening, harassing, or defamatory;
  
  
• Post or transmit any material that you do not have a right to transmit under law (such as copyright) or under contractual or fiduciary relationships (as in nondisclosure agreements);
  
  
• Post, transmit, or link to sexually explicit material;
  
  
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  
  
• Post or transmit statements that are intentionally false or misleading;
  
  
• Post or transmit chain letters or pyramid schemes;
  
  
• Intentionally violate any applicable law.

 

While we can't review all transmissions by members in the chat rooms, we reserve the right to, and may from time to time, monitor any information transmitted or received through our EIS Web Sites and Services. EIS, at our sole discretion and without further notice to you, may review, remove, or otherwise block any information (including posts to message forums) that we deem inappropriate or that violates any of this agreement. You agree to indemnify, defend, and hold harmless EIS Web Sites and Services from and against any claim, liability, cost, damage or loss that may incur (including, without limitation, attorneys fees) as a result of any violation by you of your obligations under this agreement.

Disclaimer
We can't and don't warrant the completeness or accuracy of the news, information, or entertainment content found in our areas, or its usefulness for any particular purpose. Further, EIS shall not be liable to anyone for any loss or injury resulting from the direct or indirect use of the service. This includes, but is not limited to, loss or injury caused in whole or in part by our negligence or by contingencies beyond our control in creating or delivering any portion of the service.

EIS Web Sites and Services shall not be liable for any decision made or action taken by you or others based upon reliance on news, information, or any material published by EIS Web Sites and Services. All information provided on EIS Web Sites and Services is to be used on an "as is, with all faults" basis. EIS Web Sites and Services relies on various sources of information that we believe to be accurate and reliable. However, EIS makes no claims or representations as to the accuracy, completeness, or truth of any material contained in our areas.

If any provision in this Agreement is invalid or unenforceable, the remaining provisions will continue in full force and effect. This Agreement shall be governed by the laws of the United States of America and the State of Florida (except with respect to choice of law), as if the Agreement was a contract wholly entered into and wholly performed within Florida. You agree that the proper forum for any claim arising under this agreement shall be the State of Florida, County of Hillsborough.

Unless otherwise specified, EIS Web Sites and Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from EIS Web Sites and Services.

The EIS Web Sites and Services may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of EIS and EIS is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. EIS is not responsible for webcasting or any other form of transmission received from any Linked Site. EIS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by EIS of the site or any association with its operators.

As a condition of your use of EIS Web Sites and Services, you warrant to EIS that you will not use EIS Web Sites and Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use EIS Web Sites and Services in any manner which could damage, disable, overburden, or impair EIS Web Sites and Services or interfere with any other party's use and enjoyment of EIS Web Sites and Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through EIS Web Sites and Services.

The EIS Web Sites and Services may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.

EIS does not claim ownership of the materials you provide to EIS (including feedback and suggestions) or post, upload, input or submit to any EIS Web Sites or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting EIS, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

This agreement is governed by the laws of the State of Florida, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in Hillsborough County, Tampa, Florida, U.S.A. in all disputes arising out of or relating to the use of the EIS Web Sites and Services. Use of the EIS Web Sites and Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and EIS as a result of this agreement or use of EIS Web Sites and Services. EIS's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of EIS's right to comply with governmental, court and law enforcement requests or requirements relating to your use of EIS Web Sites and Services or information provided to or gathered by EIS with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and EIS with respect to the EIS Web Sites and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and EIS with respect to EIS Web Sites and Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  
   
WEB SITE DEVELOPMENT

In the case that EIS has been contracted by you or for you by an Independent Web Consultant (WC), the following will apply:

EIS designers and programmers are paid for work performed.  The nature of our design work is such that although we will endeavor to create what you are trying to instruct us to, we do not guarantee that you will be satisfied by all of our design work.  We will attempt to satisfy your design request as best as you can explain them.  In the case that a client does not like any of the designs proposed, the client will have the right to continue the relationship but begin paying additional supplements for more than 2 designs or terminate the relationship and not have to pay any unpaid balances.  In the case that the client has previously submitted a partial payment, EIS, at its sole discretion, will attempt to quantify if any unused portion of the deposit can be made to be refundable or if the client owes additional money before terminating the relationship.   Because of the nature of design, a complete refund cannot be expected and is unreasonable to request once work has begun on your project.  However, the normal three-day grace period will apply.  The client is entitled to a 100% money back guarantee within the first 3 days.  After that period, any refund or any money owed by the client is optionally refunded or billed to the client should the client choose not to continue the relationship.  Any verbal agreement made to terminate the relationship is sufficient, however, at no point will any refund exceed more than 40% of the amount deposited or 20% of the total project. 

The potential client is advised that these terms are considered to be fair and if they do not agree to these terms, then do not seek our services.

The client's participation in this process is an important role. By understanding any specific requirement of yours early in the project life, we can avoid rework and finish your project within your budget guidelines. In this process, we might find that you discover a new requirement of your project. We will meet the new requirement within the budget guidelines if possible - otherwise we will advise you of options to meet the request.  Additionally, it is common that all of the Client's desires and requirements were not completely disclosed or discussed before a quote was released or money exchanged to begin a project. Should we discover such a requirement during the process that would require a substantial adjustment to the cost of the project, we will immediately notify the Client and provide supporting information and available options for the Client to choose from in order to continue the project. EIS understands the fiscal importance of completing a project within budgetary guidelines and will work closely with the Client to meet all requirements within these constraints. With this is mind, we suggest that the Client set their budget to allow for EIS to meet requirements that may not have been explicitly detailed in the initial meeting.  We also expect that the client understands that the nature of design work is such that after at least the second revision to a design, EIS reserves the right to begin asking for additional payment to cover design work.  This is especially the case when the client has not originally been explicit in detail, including referencing colors by Hex code to be used in designs.

We will test the Solution on the most commonly used PCs using IE, Netscape, and AOL browsers version 4.0+. EIS discloses that the cost to develop and test for every available Browser exceeds the benefits as the majority of Internet Users use the browsers we will test and design for. Additionally, unless otherwise noted, the Client has not listed all the browsers it should be compatible with. We will develop or use specialized Web Based scripts or programs - that if charged separately, would not fit the Client's budget. EIS retains all rights to these specialized programs unless the Client specifically purchases those programs.  If a client chooses to relocate their design to another provider, they can remove all graphics and HTML, however, all CGI-based scripts and/or supporting JavaScript's will remain the property of EIS.  EIS, at its sole discretion, may offer the client a lease on these scripts that cannot be resold.  This does not apply to graphics or logos pertaining to the Client.

EIS intends to provide professional services to the Client. We expect that the Client is engaged in lawful business practices and we have no knowledge to the contrary. EIS does not support the use of spamming and/or using the Internet for illegal or questionable business practices. We acknowledge that the Client's purpose is commercial and our relationship does not extend beyond the scope of our specific services. We will receive no commission or additional compensation. We also do not guarantee that the Client will increase profits or decrease profits as a result of our relationship. We disclose to the Client that submissions to Search Engines is no guarantee of placement within that Engine and that from time to time, Search Engines change their submissions policies and their links for submissions change or are down.  The client is responsible for and must   provide keywords or phrases to be optimized for their Site.  EIS will use these keywords to submit to the Engines.  We also do not guarantee that technology used today to meet requirements would be supported by other third-party relationships. This includes the technology that the Client may use to extract data from their local MLS.

To assist in understanding any specific requirements of yours, we may use a worksheet.  In the case that a worksheet is not supplied, you should list all of your requirements for us before we begin the project or before we submit a quote for the project. We will use this worksheet as a guide for the team. Some clients spend a lot of time with this worksheet. Other clients give us some basic guidelines and ask that we draw upon our experience. The choice is yours. For example, if you have specific ideas for the use of color or fonts, we can meet that requirement from the start if you tell us. A project can easily go over budget in cases where the client first gives us 'open or non-specific' details, but then requests a drastic change in the middle. In this sense, we have a shared responsibility in keeping the project within budgetary constraints.  Not being specific and then being specific after you have seen a 1st or 2nd draft will automatically move you into the possibility of paying directly for all revisions and multiple drafts after the second attempt.

In the case that we supply a worksheet, if at the end of this worksheet you feel that there are details missing that we did not cover, please attach any supporting material. Normally, our part of the design process begins after we have received all supporting documents, images, graphics etc. that the client intends to provide. At that point, we consider the ball to be in our court!  We begin to conceive and form the design. At certain milestones, you will see the progress and approve before we begin the next step. Once we have received all supporting material, we will provide you with a timeline for the project.  EIS, at its sole discretion and after being asked by the client, may begin a project before all supporting materials are submitted by the client.  This does not release the client of the responsibility to provide EIS with all supporting material within the first 14 day period.

If the client is not yet prepared to begin the project and does not have a clear idea of their project written down as a Specification Sheet, then the client has two options with EIS:  1) do not offer any payment toward a project until you have a clear idea of your project.  Or 2) agree to pay consulting fees in addition to your design fees for your project, except for the first 2 hours of consulting which EIS will voluntarily provide you .  All billable consultant hours will be logged and an invoice submitted at the client's request or at the end of the project.  The minimum consultant fee will be $500 and EIS will advise the client once the first $500 has been used up.

Again, the potential client is advised that these terms are considered to be fair and if they do not agree to these terms, then do not seek our services.

All fees for Services/Products performed/sold by EIS are due upon completion of such Services, with a grace period of 30 days.  After 30 days, a late charge of $10.00 will be added to your balance and an interest charges will be added to any outstanding balance up to the maximum allowable by law in your Territory/State/District/Country.  Any pre-approved open/revolving account that exceeds 60 days without payment will lose its open status and all future payments will be required to be prepaid or billed to a Credit Card account - Visa, MasterCard, or American Express.  Non-payment on account that exceeds 180 days will reach a default status and will be turned over to a collection service for payment.