Terms and Conditions
In addition to any and all other Terms and Conditions agreed to in service documents, Client acknowledges the following:
Use of Services
Company does not allow its service to be used for illegal activities or activities that Company deems improper for any reason whatsoever at its sole judgment. Company reserves the right to take preventive or corrective actions to protect itself and its customers, subscribers, and users. Company reserves the right to revise or make exceptions to this policy at any time in order to reflect changing customer and business needs. Company reserves the right to refuse service to anyone, or to refuse to perform any type of service, at any time. Known malicious or fraudulent use of the Services is not allowed.
Client must truthfully and accurately represent its identities in subscribing and using the Company’s Services. Client represents and warrants that it is truthfully representing its identity, and agrees to release and hold Company harmless for any loss or damage to Client resulting from a false or inaccurate representation of identity. Client further agrees to indemnify Company against any loss or damage caused to Company resulting from fraudulent or malicious representations of identity made by Client to Company.
Company’s active enforcement of its Policies does not release the burden of responsibility of the Client to ensure that all transactions comply with the Use Policy, as well as all state and federal law. Violation of the Company Use Policy may result in temporary or permanent limitation of Client services. Clients whose accounts are permanently limited are barred from future use of Company services. Client acknowledges that it will not be permitted to open a new account under any name.
Client agrees to indemnify, hold harmless and defend Company and its wholly owned subsidiaries, at Client expense, any and all third-party claims, actions, proceedings, and suits brought against Company or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Company or any of its officers, directors, employees, agents or affiliates, arising out of or relating to the Client’s breach of any term or condition of any written Agreement with Company relating to Client’s fraudulent or malicious use of the Services and/or Client’s violation of applicable laws, rules or regulations in connection with the Services. In such a case, Company will provide Client with written or electronic notice of such claim, suit or action. Client shall cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Client.
Limitation of Liability
ALL COMPANY SERVICE, SOFTWARE, REPORTS, AND ALL RELATED AND ANCILLARY SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY COMPANY AND ITS AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. COMPANY DOES NOT WARRANT THAT THE SERVICES OR REPORTS WILL FULLFILL ALL NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF ALL COMPANY AGREEMENTS AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY AND WHERE DISALLOWED DO NOT APPLY.
COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE COMPANY AND/OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Applicable Law and Venue
All Company Agreements (including any amendment agreed upon by the parties in writing) represents the complete agreement between the parties concerning its subject matter, and supersedes any prior representations between the parties. If any provision of an Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement shall continue in full force and effect.
All Agreements shall be governed by and construed under the laws of the state of Tennessee. In the event of any conflicts between foreign law, rules, and regulations, and Tennessee law, rules, and regulations, Tennessee law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Williamson County, Tennessee. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
A waiver of any default is not a waiver of any subsequent default. Client may not assign or otherwise transfer any of its rights without Company’s prior written consent, and any such attempt is void.