Disclaimers, Limits of Liabilities and Warranties
1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Brandesigns DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. Brandesigns MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE PROVIDED BY Brandesigns OR ANY OF ITS REPRESENTATIVES WILL CREATE A WARRANTY.
2. Brandesigns Web Solutions will not be liable for indirect, special or consequential damages, or any loss of revenue or profits, arising in connection with the projects that we develop. Brandesigns Web Solutions reserves the right to delay or stop any project development for any reason without liability. Brandesigns Web Solutions will notify the client immediately of any changes of project development status, and make appropriate arrangements. If a stoppage in development is caused by Brandesigns Web Solutions, the client will be refunded the deposit minus any billable hours.
3. Brandesigns WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF Brandesigns WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Brandesigns MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES BILLED TO CUSTOMER DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. (d) Brandesigns WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM: (i) OTHER Brandesigns CUSTOMERS OR THIRD PARTIES ACCESSING CUSTOMER’S DATA OR ASSIGNED COMPUTERS; (ii) SECURITY BREACHES; (iii) EAVESDROPPING; (iv) DENIAL OF SERVICE ATTACKS; (v) INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE EQUIPMENT OR SERVICE; (vi) CUSTOMER’S RELIANCE ON OR USE OF THE EQUIPMENT OR SERVICE; (vii) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR OTHER FAILURES OF PERFORMANCE OF THE EQUIPMENT OR SERVICE; (viii) THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE; OR (ix) LOSS OF DATA OR LOSS OF ACCESS TO DATA. (e) Brandesigns LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION AND IN THIS AGREEMENT APPLY EQUALLY TO Brandesigns OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUPPLIERS, SUBSIDIARIES, PARENTS, AND AFFILIATED COMPANIES.
4. Third Party Claims & Indemnity.
(a) Promptly after Brandesigns request, Customer will notify any third party, in writing, that Brandesigns is not responsible for (i) any content or materials posted on any Customer Web site or otherwise disseminated through Customer’s use of the Service or (ii) any use or abuse of the Service whatsoever by Customer or any third party.
(b) Customer will defend and indemnify Brandesigns (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from any third party claim arising out of or related to: (i) alleged Customer conduct that would breach this Agreement, including without limitation alleged infringement of third party intellectual property or privacy rights; (ii) Customer’s use, misuse, or failure to use the Service; and (iii) any action taken by Brandesigns as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, and costs, including without limitation attorneys’ fees.
(a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of Colorado without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of Colorado to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of Fort Collins, Colorado.
(b) No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy.
(c) If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired thereby.
(d) This Agreement, with any other instrument or document referenced herein, which are incorporated by this reference as though set forth in full, embodies the final, full, and exclusive statement of the agreement between the parties, and as of its date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to the subject-matter hereof.
(e) All written communications to Customer will be deemed delivered if sent to the contact information provided to Brandesigns at the time of order, unless Customer provides some alternate contact information in writing. All written communications to Brandesigns and all fees will be mailed to 423 E. Swallow Road, Ft. Collins, CO 80525, unless Brandesigns posts alternate contact information at its Website.
6. End-user Abandonment Policy If you become unreachable, unlocatable, or your hosting account is suspended for an extended period of time such that it causes your end-users to seek out Brandesigns to obtain continuous service, we reserve the right to provide service to your end-users provided they place an appropriate order for service through Brandesigns usual ordering systems. You agree to hold us harmless in such instances and recognize that such incidents may have irreversible effects. For this reason, it is advisable that you stay current on your billing account and maintain valid contact information.