License for Use
The content on this website is to serve solely as a portfolio of work and may not be reproduced for publication or for the personal or commercial use of others without purchase and permission from Company. This means that you may not share or forward the content to any third parties who have not purchased the content.
Due to the digital format of the items sold on this website, no refunds will be issued for any reason.
Customer agrees to indemnify, defend, and hold harmless Provider and its members, directors, officers, agents and employees (“Indemnified Parties”) from and against any action, claim, demand, loss, liability or expense (including, without limitation, attorneys’ and witness’ fees and expenses) (collectively the “Losses”) arising out of or resulting, directly or indirectly, in any way from (i) any breach of this Agreement or any SOW by Customer, and (ii) Customer and its representative’s or employees’ use of the Provider Materials.
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
LIMITATION OF LIABILITY
Under no circumstance shall Provider be liable for punitive, exemplary, or consequential damages in connection with this Agreement or the subject matter hereof. In no event shall the liability of Provider for claims arising out of this Agreement or the delivery of goods or services under this Agreement exceed the aggregate fees paid to Provider or accrued under this Agreement in the one year preceding the breach (or, in the event this Agreement has not been in effect for one year at the time of the breach, then the aggregate fees paid or accrued under this Agreement up to the breach).
ENTIRE AGREEMENT; EXECUTION; AMENDMENT
This Agreement, together with any applicable SOW, supersedes all previous oral and written agreements between Provider and Customer and contains the entire understanding of the agreement between the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Any and all counterparts may be delivered by facsimile or e-mail. No amendment to this Agreement shall be effective unless evidenced in writing and executed by both parties.
The Section headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. All terms defined in this Agreement in their singular or plural forms, have correlative meanings when used herein in their plural or singular forms, respectively. If any provision of this Agreement is rendered invalid, illegal or unenforceable under an applicable statute or rule of law it is to that extent to be deemed omitted and the remaining provisions shall not be affected in any way. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio. Any dispute or controversy or legal proceeding hereunder shall be heard in the local courts of Stark County, Ohio, or the federal district court with jurisdiction thereof. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. By executing this Agreement, Customer acknowledges that it and/or its signing representative is duly authorized to enter into this Agreement and be bound by the terms hereof.