Terms and Conditions
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR PURCHASING
Collectively referred to as "Parties."
1. BACKGROUND
1.1 Scope of Services: Provider agrees to provide digital products and services (the "Services") as outlined in the attached Exhibit A, incorporated by reference.
2. TERMS OF ENGAGEMENT
2.1 Service Description: The Services provided by the Provider will be as described in Exhibit A.
2.2 Compensation: The Client shall compensate the Provider based on the terms outlined in Exhibit B.
2.3 Delivery and Acceptance: The Provider will deliver the Services according to the agreed-upon schedule and specifications. The Client will review and notify the Provider of acceptance or any necessary amendments within a reasonable period.
3. INTELLECTUAL PROPERTY
3.1 Ownership: All intellectual property rights related to the digital products and services provided shall belong to the Provider unless otherwise specified in writing.
3.2 License: The Provider grants the Client a non-exclusive, non-transferable license to use the Services solely for the Client's personal or internal purposes.
3.3 Feedback: Any feedback, suggestions, ideas, or other information ("Feedback") provided by Client regarding the Services shall become the exclusive property of Provider. By providing Feedback, Client grants Provider ownership of and all rights to use, disclose, reproduce, modify, and distribute such Feedback without any compensation to Client and without any obligation of confidentiality. Provider may use the Feedback for any commercial or non-commercial purpose, and Client agrees that the Feedback is non-confidential and non-proprietary. Client also agrees to execute any necessary documents and take any actions to formalize and effectuate this ownership if applicable.
4. CONFIDENTIALITY
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsel, or financial advisors regarding the digital products, services, or Agreement contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
5. WARRANTIES AND REPRESENTATIONS
5.1 Provider's Warranty: The Provider warrants that the digital products/services will be delivered in accordance with the agreed specifications and will be free from material defects.
5.2 Warranty Limitations: EXCEPT AS STATED ELSEWHERE IN THIS AGREEMENT, ALL PROVIDER SERVICES ARE PROVIDED ON AN "AS IS" BASIS. NOTWITHSTANDING ANYTHING STATED HEREIN OR IN ANY RELATED AGREEMENT, PROVIDER DISCLAIMS AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER SHALL NOT BE LIABLE TO THE EXTENT THAT A DEFECT, CLAIM OR BREACH RESULTS FROM ANY ACT OR OMISSION OF CLIENT, ITS EMPLOYEES, OR AGENTS.
5.3 Client's Warranty: The Client warrants that it owns or has appropriate rights to use any materials provided to the Provider, if any.
6. TERM AND TERMINATION
6.1 Term: This Agreement shall commence on the Effective Date and shall continue until completion of the Services or until terminated as per the terms herein.
6.2 Termination: Either Party may terminate this Agreement with written notice 30 days prior to the commencement of services. Provider may terminate the agreement immediately for any breach committed by Client and Client, in such circumstance, agrees that it shall have no right to any refund or compensation from Provider.
7. LIABILITY AND INDEMNITY
7.1 Liability Cap: The maximum aggregate liability of Provider arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to the total fees paid by the Client to the Service Provider under this Agreement during the previous 12 months immediately preceding the event giving rise to the liability.
7.2 Exclusions from Liability Cap: Notwithstanding the above, the liability cap shall not apply to:
7.2.1 Indemnification obligations under this Agreement;
7.2.2 Gross negligence, willful misconduct, fraud, or intentional misconduct by the Provider;
7.2.3 Breach of confidentiality obligations.
7.3 Consequential and Indirect Damages: In no event shall the parties be liable for any consequential, indirect, special, or incidental damages, including but not limited to loss of profits, business interruption, or loss of data.
7.4 Indemnity: The Client agrees to indemnify, defend, and hold harmless the Provider and its officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all Claims arising out of or in connection with:
7.4.1 Any breach of this Agreement by the Client;
7.4.2 Negligence, willful misconduct, or violation of applicable laws or regulations by the Client or its personnel;
7.4.2.1 Any infringement or violation of intellectual property rights, proprietary rights, or other rights of any third party by the Client.
8. General
8.1 Governing Law: This Agreement shall be governed by the laws of the State of Alabama.
8.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, or agreements.
8.3 Health Disclaimer: The Client agrees and understands that the information provided by Provider is for general informational purposes only and is not a substitute for professional medical advice. Always seek the advice of your physician or other qualified healthcare provider before starting any new treatment or if you have any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read or heard.
IN WITNESS WHEREOF, the Parties hereto have executed this Digital Products and Services Agreement effective as of the Effective Date listed above.
