条款 & 条件
LIMITATIONS, RELEASE AND INDEMNITY
Based upon the nature of client involvement and the required approvals throughout a project, 客户端 acknowledges that UNISTRUT Service Company cannot and does not guarantee the success of a project, 包括 但不限于 the number of persons accessing a website/application nor the results of such access. 此外, UNISTRUT Service Company cannot and will not guarantee any "life expectancy" of said website/application, due to such circumstances outside of its control such as influences by third-party software (e.g. Microsoft or Adobe), hardware, Internet browsers and the like.
UNISTRUT Service Company SHALL NOT BE LIABLE FOR ANY INDIRECT, 偶然的, 特殊的, 违背诺言, INTERRUPTION OF BUSINESS, 失去了利润, REVENUE OR OPPORTUNITY, CONSEQUENTIAL OR PUNITIVE DAMAGES, 费用, COSTS OR LOSSES OF ANY NATURE OR KIND WHATSOEVER DIRECTLY OR INDIRECTLY RESULTING FROM OR ARISING OUT OF THE SERVICES PERFORMED HEREUNDER 包括 NEGLIGENCE AND/OR GROSS NEGLIGENCE. In no event shall UNISTRUT Service Company's liability for any direct damages resulting from the failure of any services that were performed hereunder exceed the amount paid by 客户端 to UNISTRUT Service Company hereunder.
UNISTRUT Service Company EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, 包括, 但不限于, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 客户端 hereby releases and discharges UNISTRUT Service Company, 其董事, 军官, 员工, 代表, 代理, successors and 分配 from and against any and all claims and 要求 of any nature or kind whatsoever arising out of the design, development or content of the application(s) and procedures proposed or agreed upon if an Agreement(s) executed by the parties hereto, with the exception being for any damages or loss caused by fraud, 犯罪活动, 不诚实, 任性的行为 or abuse of nonpublic secured data base information by UNISTRUT Service Company, 其董事, 军官, 员工, 代表, 代理 and successors and 分配. 客户端 furthermore agrees to indemnify, defend and hold harmless UNISTRUT Service Company and 其董事, 军官, 员工, 代表, 代理, successors and 分配 from any and all claims, 要求, cause or causes of action or losses of any nature whatsoever, 包括 attorney fees, 费用和成本, arising out of the optimization and marketing procedures proposed herein, with the exception of any damages or loss caused by fraud, 犯罪活动, 不诚实, 任性的行为, or abuse of nonpublic secured data base information by UNISTRUT Service Company, 其董事, 军官, 员工, 代表, 代理 and successors and 分配.
客户端 agrees to allow UNISTRUT Service Company to use the 客户端 project as part of UNISTRUT Service Company's portfolio. 这可能包括, but not be 有限的 to, placement of the 客户端 project in UNISTRUT Service Company's printed material, on UNISTRUT Service Company's website or in marketing campaigns.
项目投资 & 目标计划
客户端, hereby acknowledges and agrees to the project investment and target schedule, as it specifically relates to an Agreement, as outlined in an individual and/or specific Statement of Work (SOW) or Proposal. 此外, 客户端 understands and acknowledges that the project investment is based upon an estimated amount of time and materials needed to complete the project as specified within the SOW or Proposal, and that any change in scope and/or requested/required changes in deliverables, may cause the project investment to be altered as an increase and/or decrease in total completion cost. 这个项目, and all project work by UNISTRUT Service Company, will be completed on a target schedule basis which is an estimated time for completion schedule. UNISTRUT Service Company shall work diligently to complete the project within the estimated time for completion scheduled. 然而, UNISTRUT Service Company shall assume no responsibility for delays caused by 客户端 and/or any natural cause affecting the general business market.
All fees for UNISTRUT Service Company goods and services shall be paid by the Client in United States dollars within fourteen (14) days of the date of the invoice. If any invoice is (45) forty-five days or more overdue, in addition to any other rights and remedies (包括 但不限于 termination of the Client in accordance with the terms set forth herein), UNISTRUT Service Company reserves the right to charge interest on the delinquent amount equal to one and one half percent (1.5%) per month on any outstanding balance or the maximum permitted by law and refer the matter for collection or legal. In any referral for collection or action against the Client for monies due to UNISTRUT Service Company, upon recovery by UNISTRUT Service Company, the Client shall pay the expenses of collection and/or litigation, 包括 a reasonable attorney fee, plus an additional eighteen percent (18%) interest per annum or the maximum permitted by law. In the event an invoice is ten (10) days or more overdue, UNISTRUT Service Company will (a) remove any project under development from the active production schedule and place it on-hold; and (b) suspend any hosting services provided by UNISTRUT Service Company. In the event Client remits to UNISTRUT Service Company the total past due balance (包括 any interest owed thereon), UNISTRUT Service Company may, in its sole discretion, (x) re-launch any project under development within the production schedule at the first available opening, and (y) resume any suspended hosting services, provided that Client pays such reactivation fee as Atzek, in its sole discretion, 应当评估.
The Agreement and/or "working relationship" may be terminated by either party for any reason upon not less than 30 days prior written notice or unless otherwise specified in writing. In the event of termination by 客户端, UNISTRUT Service Company shall complete the phase of service(s) then in effect as of the date of receipt of the notice of termination. 客户端 shall pay for all services rendered and expenses incurred by UNISTRUT Service Company or in the process of completion as of the effective date of termination. Either party may terminate this Agreement upon 15 days prior written notice for cause for failure of the other party to comply with the terms and conditions of this Agreement, 包括 failure to make timely payments hereunder. 在终止, each party shall promptly return all project materials and content (包括 any Confidential Information) to the other party. Notice of termination shall be directed to each of the parties at the address known as corporate or primary contact.
The provisions of this Agreement shall be severable, and if a court of competent jurisdiction holds any provisions of this Agreement invalid, illegal or unenforceable, the remaining provisions shall nevertheless remain in full force and effect as written.
The parties agree to comply with all applicable laws, 条约, 约定, 指令, 法规, 条例, 规则, 规定, 订单, 传票, 判断, injunctions or decrees of any governmental authority having jurisdiction ("Laws") pertaining to the fulfillment of the Agreement. 客户端 will be responsible for compliance with all Laws applicable to the project outlined within the SOW or Proposal. If any license or consent of any government or other authority is required for the acquisition, carriage or use of the project outlined, 客户端 will obtain the same at its expense, 如果必要的, provide evidence of the same to UNISTRUT Service Company on request. Failure to do so will entitle UNISTRUT Service Company to withhold or delay the project outlined herein, but failure to do so will not entitle 客户端 to withhold or delay payment of the price therefore. Any expenses or charges incurred by UNISTRUT Service Company as a result from such failure will be paid for by 客户端 within 10 days of receipt of UNISTRUT Service Company's written request.
This Agreement and the relationship between the parties shall be governed by and construed in accordance with the laws of the State of 俄亥俄州 (without regard to the law of conflict of any jurisdiction). 客户端 consents to personal jurisdiction of all state and federal courts in 克利夫兰, 俄亥俄州 in connection with any dispute arising hereunder. The parties agree that either or both of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum.
Any controversy of claim arising out of or in connection with the negotiation, execution and/or performance of this Agreement (other than the failure by 客户端 to pay for product or for services provided when due hereunder) shall be submitted to arbitration in accordance with the then current 规则 of the American Arbitration Association. The arbitration shall be conducted in 克利夫兰, 俄亥俄州, or at such other place as the parties may agree upon, by one person independent of the parties appointed by them by mutual agreement (the "Arbitrator"). Failing the appointment of an Arbitrator by the parties, such Arbitrator shall be appointed by the president of the American Arbitration Association or his/her designee. Judgment on any award may be entered in any court having jurisdiction as herein provided. Notice of process in connection with arbitral or judicial proceedings may be served upon the parties by registered or certified mail, with the same effect as if personally served. Any money awards shall be expressed in United States currency and shall include a reasonable interest component. The costs of any such arbitration proceeding shall be paid by the party against which the award is rendered.
COMPLETION OF THE PROJECT
UNISTRUT Service Company's estimated time for completion of the project is an estimate only and it shall not be liable for delays in the performance of, or the non-performance of, any of its obligations under this Agreement.
INDEPENDENT CONTRACTOR/OWNERSHIP RIGHTS
UNISTRUT Service Company shall perform such services outlined in the SOW or Proposal and under this Agreement as an independent contractor and not as an agent or employee of 客户端. 客户端 acknowledges and agrees that the services performed and any resulting applications created (hereinafter referred to as "the Works"), and all rights therein, 包括, 但不限于, 版权, 专利, 和商标, belongs to and shall be the sole and exclusive property of UNISTRUT Service Company, and that UNISTRUT Service Company is the author of the Works. 客户端 acknowledges and agrees that the resulting applications may comprise two separate and distinct components: the Code 包括, 但不限于, 的源代码, 目标代码, or machine code associated with the resulting applications; and, the Screen Displays which include the viewable images produced or displayed as a result of executing the code. UNISTRUT Service Company hereby sells, 分配, and 转移s to 客户端, its successors and 分配, 整个右, title and interest in and to the 版权 in the Screen Displays. UNISTRUT Service Company hereby grants 客户端 a non-exclusive, 有限的, non-转移rable license in the Code to create non-competitive derivative works for use solely by 客户端. Non-competitive derivative works shall refer to adaptations, 改变, 修改, 更新, or any other changes made to the Code for use by 客户端 internally and not for distribution, 出售, 转移, or any other purpose that may be adverse to UNISTRUT Service Company's rights in the Works. Upon receiving final payment, UNISTRUT Service Company will provide 客户端 a copy of all final, approved design and code structure files. 最后, approved design and code structure files will be made available to 客户端 upon request and delivered by electronic format.
The Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements or understandings between the parties, whether in writing or orally. This Agreement may not be amended except in writing signed by the parties hereto.