THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO AND CONTROL ANY PERSON AND/OR ENTITY (HEREINAFTER THE "CUSTOMER") ORDERING, HAVING ACCESS TO, AND/OR USING THE SERVICE(S) DESCRIBED HEREIN. BY SUBMITTING A SERVICE ORDER FORM, AND/OR ACCESSING AND/OR USING THE SERVICE(S), CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, IS AGREEING TO ALL THE TERMS AND CONDITIONS HEREIN, AND CONSENTS TO BE BOUND BY AND BECOME A PARTY HERETO. SHOULD CUSTOMER NOT AGREE TO OR BE ABLE TO COMPLY WITH ANY OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, CUSTOMER SHALL IMMEDIATELY CEASE ANY USE OF THE SERVICE(S) OR TERMINATE THE REGISTRATION/ORDER PROCESS. CUSTOMER SHALL BE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF ANY THIRD PARTY TO WHICH CUSTOMER PERMITS ACCESS TO OR USE OF THE SERVICES AND EQUIPMENT DESCRIBED HEREIN (“CUSTOMER’S USERS”), AND SUCH ACCESS OR USE SHALL BE DEEMED THAT OF CUSTOMER. AS USED HEREIN WITH RESPECT TO PROVIDER, THE TERM “AFFILIATE(S)” SHALL INCLUDE ANY ENTITY THAT IS OWNED BY OR UNDER COMMON OWNERSHIP WITH, OR IS MANAGED BY THE PROVIDER OR UNDER COMMON
MANAGEMENT WITH THE PROVIDER.
TERM These Terms of Service shall apply upon Customer's submission of a completed and signed Order Form; provided that if Customer acquires access to or uses the Service(s) without submitting an Order, then these Terms of Service shall immediately apply upon such use or access. Provider shall provide Customer a Service Commencement Date when such date is known to Provider. Provider may change such date, without liability, in its sole discretion. Subject to the provision of these Terms of Service and unless a longer term is specified in the Order Form, either Party may terminate Services at any time, without further liability, except for the payment of fees that have accrued prior to termination. Customer must terminate Services by contacting their account manager. Any other form or written cancellation notification will NOT be accepted as proper cancellation notification. Customer account cancellations are processed within 30-days of the cancelation submission. Customer shall remain responsible and shall pay all charges and fees associated with the Service(s) that accrue up to termination.
1ST PAGE OF GOOGLE LOCATIONAL GUARANTEED If Stradigi, LLC Companies LLC cannot achieve first page placement on Google for at least one top searched keyword in the customer's local market within 6 months, Stradigi, LLC Companies LLC will stop the customer's monthly billing until the customer reaches the first page of Google. A monthly hosting fee of $50 will replace marketing fee until first page of google is reached. Guarantee will only be honored if all payments are processed as on time payments.
DATABASE UPDATES Customer shall furnish all information reasonably requested by Provider in order for Provider to provide each Service. Customer shall ensure that all information and data that it has given or that it will give to Provider, including but not limited to Customer's billing information, mailing address and email address, is current and accurate at all times. Provider shall have no responsibility to verify the accuracy of any information provided by Customer and shall have no liabilities or obligations relative to any amount billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and Customer's failure to correct or update the same. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to Customer's failure to perform the foregoing obligation.
UNLAWFUL AND PROHIBITED USE (a) General Prohibitions. Customer is expressly prohibited from using the Service(s) in a manner that would, in any way, constitute or encourage conduct that is improper, including uses that are criminal in nature, that may give rise to a civil liability, or that otherwise violates any applicable laws or regulations. Examples of such improper uses include, without limitation, attempts at phishing or otherwise improperly attempting to gain access to financial information. In addition, Customer are is expressly prohibited from using the Service(s): (i) for any abusive or fraudulent purpose; (ii) in a manner that enables Customer to avoid any obligation to pay for the Service(s); (ii) in a manner that is deemed to interfere with, disrupt, or present a risk to the Service(s), software, property, or security of Provider, its customers, its Third Party Vendors or other third parties, whether directly or indirectly; (iv) in a manner that results in usage inconsistent with Provider's expectations or the purpose for which Provider is providing the Service(s).
(b) Rights. If Provider determines, in its sole discretion, that Customer is using the Service(s) in a manner that violates or is contrary to this Section then Provider, as well as any effected Third Party Vendors, shall have the right, without liability, to block, suspend or terminate the Service(s), or any part thereof, without notice. Customer shall be responsible for any liabilities and obligations arising from Customer's use of the Service(s) that is contrary to, or violates this Section. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of Customer's violation of this Section. If Provider, in its sole discretion, believes that Customer's actions or omissions may be considered criminal in nature, Provider may forward personally identifiable information to the appropriate authorities for investigation and prosecution. Customer hereby consents to such forwarding.
(c) Suspicious Activity Service Termination. In addition to and not to limit any other rights of
Provider, Provider has right to suspend or terminate Service if Provider, in its sole discretion,
believes that any activity on the Customer account is or could be suspicious in nature.
(d) Use of Service outside the United States. Customer shall be liable for any and all use of the
Service and/or Equipment by any person outside of the United States. Transport or sale of the
Device outside of the United States may result in a violation of U.S. or foreign technology
import/export laws or rules; compliance with which is Customer's sole responsibility, and you agree to indemnify and hold Provider harmless from any and all liability associated with claims arising therewith. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the aforementioned.
AUDIT AND LAW ENFORCEMENT Provider reserves the right to audit, track or monitor Customer's use of the Service(s) to (a) enforce the provisions of these Terms of Service; (b) conform to legal requirements or comply with legal process; (c) protect and defend the rights or property of Provider or any Third Party Vendors; (d) respond to request for identification in connection with a claim of copyright or trademark infringement, or unlawful activity; (e) act to protect the interests of Provider's customers or such Customer's Users; (f) conform to Provider's contractual obligation with any Third Party Vendor; or (g) provide the Service(s). Customer agrees that these Terms of Service are sufficient notice to Customer of such monitoring to the extent any notice is required under applicable federal or state law.
PRIVACY The Service(s) utilizes the public Internet and third party software and services. Provider and its Third Party Vendors shall not be liable for any lack of privacy which may be experienced by Customer with regard to the Service(s). Customer shall be solely responsible for any liabilities arising fromCustomer's lack of privacy.
CONTENT Neither Provider nor any of its Third Party Vendors shall have any liability or responsibility for the content of any communication or information transmitted via the Service(s).
Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same,harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the content of any communication or information transmitted via the Service(s).
g. We may provide various open communication tools on our website, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:
PAYMENT TERMS (a) Customer agrees that if a Service Order submitted by Customer is accepted by Provider, Customer shall pay all charges and amounts associated with the Service(s) and Customer's account(s). Customer shall comply with Providers billing and payment policies that are in addition to the provisions set forth herein, as the same may change from time to time in Provider's sole discretion.
(b) Customer shall be responsible for accurately providing Provider with Customer's valid payment information, including the payment method, and maintaining and updating the same at all times.
(c) Customer shall ensure that all amounts billed hereunder are available each time Provider attempts to charge or debit any account designated for such purposes. Provider shall charge Customer a service fee in the amount of $30.00 each time Provider attempts to charge or debit such designated account and such charge or debit is rejected due to insufficient funds.
(d) If Provider charges Customer for Service(s) pursuant to these Terms of Service and Customer places a chargeback with its credit card company for any reason, Provider shall charge Customer a fee in the amount of $150.00. In addition, Provider shall consider credit card chargebacks as fraud if it believes that the amounts charged to Customer's account were proper pursuant to these Terms of Service. Provider will pursue all criminal and civil remedies available to recover losses incurred as a result of Customer's chargeback.
(e) Customer hereby waives any and all claims, actions or suits against Provider, and its parent companies, Affiliates and subsidiaries, and such entities' employees, officers, directors and shareholders, and releases the same from any errors, omissions and/or liabilities that may arise due to the processing of aforementioned charge or debit transaction.
(f) CUSTOMER ACKNOWLEDGES THAT PROVIDER WILL NOT, NOR IS IT RESPONSIBLE TO, MONITOR CUSTOMER(S) ACCOUNT FOR FRAUDULENT OR UNAUTHORIZED ACTIVITIES, OR ACTIVITIES THAT MAY RESULT IN INCREASED COSTS TO CUSTOMER. CUSTOMER AGREES THAT IT IS ENTIRELY RESPONSIBLE TO MONITOR ALL ACTIVITIES ATTRIBUTED TO ITS ACCOUNT(S). IF CUSTOMER BELIEVES THAT ANY SERVICE IS BEING USED IN A FRAUDLENT OR UNAUTHORIZED MANNER THROUGH ITS ACCOUNT, THEN CUSTOMER MUST NOTIFY PROVIDER OF SUCH ACTIVITIES AND PROVIDER WILL REASONABLY ASSIST CUSTOMER TO PREVENT SUCH INDIVIDUALLY IDENTIFIEDACTIVITIES.
(g) Customer shall pay charges in addition to those charges normally associated with the Consumption of the Service(s) in those circumstances in which costs and expenses are generated by Customer and incurred by Provider, including but not limited to: (i) costs associated with Provider's employees, agents or third parties assisting Customer with problems relative to Customer's network, equipment or service outage if Provider determines that the outage was not a result of Provider's network or facilities; and (ii) excessive costs associated with Provider's employees, agents or third parties compliance with criminal, quasi criminal or civil subpoenas, court orders, and/or the like, that relate to Customer or third parties that access and/or use the Service(s) by and through the Customer.
(h) Provider may require Customer to commit to and pay a minimum monthly fee for certain Services. Such minimum commitment shall be set forth on the respective Order Form. Customer acknowledges that if a minimum commitment is required by Provider at the time the Service(s) is purchased, Customer shall be responsible for and shall pay the minimum monthly fee throughout the Term of the Service(s), regardless of whether Customer actually consumes any of the Services.
(i) Customer is responsible for and must pay any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in the future, as well as other additional costs that may arise as a result of the Customer's consumption of the Service(s). Said amounts, if any, are in addition to set-up fees or charges associated with the consumption of the Service(s). Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any exemption claimed by Customer.
(j) As a condition of accepting a Service Order, providing Service(s) to Customer or continuing to provide Service(s) to Customer, Provider may require Customer to make a security deposit, which shall be due upon Provider's written request. Upon termination of Services, Provider may apply such deposit to any fees, charges or other amounts unpaid by Customer. (k) Provider may permit Customer to provide to Provider one or more payment facilities, including one or more credit facilities or credit card accounts, which may be provided in writing, through a secure internet based facility, or otherwise, to be used for payment of any amount due from Customer to Provider. Provider may draw any amount due from Customer to Provider from any payment facility provided by Customer.
(l) For certain Services, Provider may provide invoices and related billing notifications to Customer by email. Provider will provide such invoices and related billing notification emails to one or more emails provided by Customer. Customer agrees that it is responsible to provide desired email addresses to Provider. Provider accepts no responsibility for invoices or related billing notifications that are not received by Customer due to an improper email address being provided by Customer and Provider accepts no responsibility for sending invoices or related billing notifications to any Customer provided email address. Provider accepts no responsibility for any interruption in Services or other harm caused to Customer due to one or more invoices or related billing notifications that are not received by Customer because the invoice or related billing notification was sent to an improper email address provided to Provider byCustomer.
(m) Provider may immediately suspend, restrict or terminate the Service(s)s, without notice or
liability, if Provider does not receive payment of all amounts billed to Customer by the required due date and/or all amounts that must be prepaid in order to continue the provision of the Service(s). In addition, Provider may add interest charges to any past-due amounts at a rate equal to the lesser of 2.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Acceptance of late or partial payments (even if marked "Paid in Full" or with other restrictions) shall not waive any of the rights of Provider to collect the full amount of the charges for the Service(s). Customer agrees to reimburse Provider for reasonable attorneys' fees, and any other costs associated with collecting delinquent or dishonored payments. provider may assess reinstallation charges against Customer in the event the Provider suspends, restricts or terminates the Service(s) as a result of Customer's nonpayment or breach of this agreement.
(n) If Customer has prepaid for the Service(s), such Service(s) shall be immediately suspended without notice at the time the fees for Customer's consumption of Service(s) has reached the pre-payment amount. Customer is entirely responsible to monitor its consumption of Service(s) and replenish any prepayment amounts when necessary to continue using the Service(s).
BILLING DISPUTES In the event Customer disputes any amount billed by Provider, Customer shall notify Provider of such billing dispute by submitting a "Billing Dispute Email" to firstname.lastname@example.org. The existence of a dispute shall not relieve Customer from paying any amounts billed hereunder. All Customer disputes must be submitted to Provider within thirty (30) days of the billing date or such dispute shall be forever waived. Upon receipt of a billing dispute, Provider shall reasonably investigate the dispute and provide Customer with a resolution based on the outcome of such investigation.
NON-DISCLOSURE Customer acknowledges that it may obtain from Provider information relating to Provider's or a Third Party Vendor's Service or method of doing business which is of a confidential and proprietary nature and which requires that certain steps be taken to ensure its protection (the "Proprietary Information"). Such Proprietary Information may include, without limitation, financial information, marketing and business plans, customer lists, business and contractual relationships, business forecasts, sales forecasts, sales activity and plans, customer data, current and proposed products and services and pricing, patents, patent applications, technology, databases, employee information, trade secrets, contracts, historical information, financial information, product and business requirements, business strategies, operating data, pricing, organizational structures, software programs, software source documents, know how, formulas, processes, ideas and inventions (whether patentable or not) and information about or from either party’s vendors. Although certain information may be generally known in the relevant industry, the fact that Provider and/or a Third Party Vendor uses the same may not be so known and in such instance would comprise Proprietary Information. Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Provider and/or a Third Party Vendor combines them, and the results obtained by such combination are so known and in such instance would also comprise Proprietary Information. Customer shall not, without the prior written consent of Provider of the Proprietary Information, disclose Proprietary Information to any person or entity, except for the Customer's employees, contractors and consultants who have a need to know such Proprietary Information. The Customer may disclose Proprietary Information pursuant to a judicial or governmental request, requirement or order; provided that the recipient take all reasonable steps to give Provider prior notice sufficient to contest such request, requirement or order. Customer shall strictly protect Proprietary Information from disclosure. Because money damages may be insufficient in the event of a breach or threatened breach of the foregoing provisions, the affected party may be entitled to seek an injunction or restraining order in addition to such other rights or remedies as may be available under this Agreement, at law or in equity, including but not limited to money damages.
COPYRIGHT, TRADEMARK AND UNAUTHORIZED USE The Service and any equipment, firmware or software used to provide the Service or provided to Customer in conjunction with the Service, and all information, documents and materials provided or offered by Provider may be protected by trademark, copyright or other intellectual property laws and international treaty provisions. Customer is only granted a nontransferable, revocable license to use such equipment, firmware or software, information, documents and materials (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and exclusively for use in connection with the Service. Any equipment, firmware or software, information, documents and materials provided by Provider to Customer pursuant to this agreement shall be included in the Definition of Services.
These Terms of Service shall not be construed to grant Customer any right to use Provider's, or its parent company's or Affiliates', corporate names, service marks, trademarks, trade names, logos and domain names (collectively "Marks") or otherwise refer to the same in any marketing, promotional or advertising materials or activities. Customer agrees that Provider may identify Customer as a customer of Provider and recipient of the Service(s) for the purposes of marketing Provider's Services. Further, Customer hereby grants Provider the right to use Customer's logo/trademark on its website and other material solely for the purpose of advertising the sales by Provider of similar services to third parties.
MODIFICATION OF TERMS Provider has the right to and may, at any time, modify the terms and conditions of these Terms of Service, and to change or discontinue any aspect or feature of the Service(s) as it deems reasonably necessary. Notice of any such change shall be sent to Customer via email and/or via Provider's Ticket System using the email address provided by Customer upon registration (or the email address that Customer provides from time to time for such purpose). Customer shall configure its email system to accept correspondence from Provider's Ticket System. Customer hereby consents to receive notifications and changes in electronic format and acknowledges that such format shall not affect the enforceability thereof. Such changes shall be effective immediately upon said notice. In addition to providing the above mentioned notice, Provider shall publish the modified Terms of Service on its website. Customer agrees to review the Terms of Service periodically so that it is aware of any and all modifications. Customer's use of the Service(s) after notice of any such changes shall constitute Customer's conclusive acceptance of any and all such changes. In the event Customer no longer desires to receive notices via electronic methods, Customer shall provide written notification of such decision, at which time Provider may terminate Service(s) without liability.
GENERAL WARRANTIES THE SERVICE(S), DEVICES, EQUIPMENT, HARDWARE, SOFTWARE AND OTHER COMPONENTS OF THE NETWORK AND SERVICE ARE OFFERED AND PROVIDED "AS IS", "AS AVAILABLE" AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND HEREIN. PROVIDER AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY THAT FURNISHES SERVICES TO PROVIDER OR ENABLES PROVIDER TO FURNISH SERVICE(S) TO CUSTOMER MAKE NO WARRANTIES OF ANY KIND REGARDING THE SERVICE(S), SOFTWARE OR EQUIPMENT PROVIDED HEREUNDER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY OF DATA, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE(S) WILL MEET CUSTOMER'S REQUIREMENTS, ANY WARRANTY AGAINST INTERFERENCE WITH CUSTOMER'S ENJOYMENT OF THE SERVICE(S), OR AGAINST INFRINGEMENT OF ANY NATURE. IN ADDITION, PROVIDER, AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY WHO FURNISHES SERVICES TO PROVIDER OR ENABLES PROVIDER TO FURNISH THE SERVICE(S) TO CUSTOMER MAKE NO WARRANTY THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR FREE. PROVIDER DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON BEHALF OF PROVIDER, ITS THIRD PARTY VENDORS OR ANY THIRD PARTIES. ANY AND ALL STATEMENTS AND/OR DESCRIPTIONS CONCERNING THE SERVICE(S) OR EQUIPMENT, IF ANY, BY PROVIDER OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES ARE INFORMATIONAL ONLY AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND, AND CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT OR DESCRIPTIONS CONTRACTOR.
LIMITATION OF LIABILITY (a) PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF ANY NATURE INCURRED BY CUSTOMER OR ITS CUSTOMER USERS' AND/OR ANY THIRD PARTY RESULTING FROM ACCESS TO THE NETWORK; ANY INTERRUPTION OF SERVICE(S); ANY LOST DATA, LOST TIME OR OTHER SYSTEM RELATED DAMAGES; AND/OR DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT.
(b) IN ADDITION, AND NOT TO LIMIT THE FOREGOING OR THE FOLLOWING, IN NO EVEnT SHALL PROVIDER BE RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF: (A) THE SERVICE(S), FACILITIES OR EQUIPMENT PROVIDED BY CUSTOMER, ITS CUSTOMER USER, OR BY A THIRD PARTY VENDOR (INCLUDING ANY AGENTS, SUBCONTRACTORS, INDEPENDENT CONTRACTORS OR CUSTOMERS OF THE SAME); OR (B) ANY ACT OR OMISSION OF ANY THIRD PARTY, THE CUSTOMER OR CUSTOMER'S USERS.
(c) IN ADDITION, AND NOT TO LIMIT THE FOREGOING, PROVIDER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO THE CUSTOMER OR ANY THIRD PARTY, INCLUDING CUSTOMER'S USERS, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF PURCHASING REPLACEMENT SERVICE(S)).
(d) IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF PROVIDER ARISING WITH RESPECT TO THESE TERMS OF SERVICE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
(e) NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING MAY BE ASSERTED BY CUSTOMER RELATIVE TO THE SERVICE(S) OR THESE TERMS OF SERVICE.
(f) IN THE EVENT A JURISDICTION DOES NOT ALLOW ANY OF THE ABOVE EXCLUSIONS OR LIMITATIONS OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIABILITIES AND WARRANTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION In addition to any other indemnification provisions herein, Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, contractors, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to Customer's or its Customer Users acts or omissions, consumption, use and/or resale of the Service(s) and/or breach of these Terms of service, including, without limitation, any claims asserted by any third party. Provider shall promptly notify Customer in writing of any claim for which it is obligated under this indemnity and for which Provider may seek indemnification. DISPUTE RESOLUTION These Terms of Service, and all other aspects of the use of the Service(s) and the Website, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice of law rules. The above governing law provision applies regardless of the location of the Customer or where Customer or its Customer Users use or pay for Service(s). Venue for any action brought hereunder shall be Washington County, Pennsylvania, and Customer hereby waives any rights to the contrary. In any proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights under this Agreement, the prevailing party may be awarded reasonable attorneys' fees, together with any costs and expenses, to resolve the dispute and enforce the final judgment.
MISCELLANEOUS (a) General Provisions. These Terms of Service and any documents incorporated herein by reference constitute the entire Agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, statements or proposals concerning the Service(s), including representations, whether written or oral. No written or oral statement, advertisement or service description not expressly contained in these Terms of Service will be allowed to amend, contradict, explain or supplement it unless agreed upon by Provider in writing. Neither Customer nor Provider is relying on any representations or statements by the other party or any other person or entity that is not included as a Party to these Terms of Service.
(b) Force Majeure. Except for the Customer's payment of charges for Service(s) which have accrued, neither Party to these Terms of Service assumes a risk of any event, foreseeable or unforeseeable, and beyond the reasonable control of either Party, including but not limited to acts of God or the public enemy; riots or insurrections; war; accidents; fire; strikes; and other labor difficulties (whether or not the party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain licenses, permits or approvals, necessary labor, materials, energy, components, software, equipment or machinery; and acts of civil or military authorities, and such event has a material effect upon the agreed exchange contemplated herein.
(c) Survival. The provisions of these Terms of Service that, by their purpose, are intended to survive the termination of Service(s) shall so survive. Said provisions shall include, but shall not be limited to, those provisions that include indemnification clauses, limitations on liability, warranty limitations, billings, non-disclosure and Customer's obligations to pay for the Service(s) provided, including any additional usage charges.
(d) Non-Waiver. Failure by either Party to insist upon strict performance of any terms or conditions of these Terms of Service or failure or delay to exercise any rights or remedies provided herein or by law shall not release either Party from any of the obligations hereunder, and shall not be deemed a waiver of any right to insist upon strict performance thereof or any rights and remedies herein.
(f) Third Parties. Notwithstanding anything to the contrary contained herein, no third party shall be considered a party to or beneficiary of these Terms of Service or have any claim under these Terms of Service against either Customer or Provider.
(h) Assignment. Customer may not assign its rights or obligations under these Terms of Service without the express written consent of Provider. Any such assignment in violation of this Section shall be null and void.
(i) Business Relationship. These Terms of Service shall not create any agency, employment, joint venture, partnership, representation or fiduciary relationship between the Parties. Neither party shall have the authority to, nor shall any party attempt to, create any obligation on behalf of the other party.
(j) Notices. Customer Agrees that all notices shall be considered written and properly given if sent to Customer via the email address provided by Customer at the time of registration and as necessarily updated. Customer acknowledges that Notices may be sent by the email address, email@example.com, firstname.lastname@example.org shall be sufficient to receive notices. Customer hereby consents to receive notifications in electronic format and acknowledges that such format shall not affect the enforceability thereof. In the event Customer wishes to not receive notices electronically, Customer shall inform Provider of such desire and Provider may, at its sole discretion, terminate the Service(s) without further liability.
CONTACT INFORMATION If you have any questions or comments about these our Terms of Service as outlined above, you can contact us at:
Stradigi, LLC Companies LLC
17 S 6th St. Suite 16
Lafayette, IN 47901