These Terms and Conditions are incorporated by reference into the Agreement between Client and C816.
Client acknowledges and agrees that C816 is a provider of online client development services (not a referral service), and under no circumstances can C816 guarantee (i) the conversion of client chat engagements into retained clients, (ii) detection of third party software directing Client’s leads away from its website or (iii) protection of Client’s website from third party software directing Client’s leads away from its website. C816 hereby grants to Client a non-exclusive, non-transferable, non-sublicensable license to use the software provided by C816 utilized in coordination with C816’s services hereunder (the “License”), valid until the expiration of this Agreement or earlier termination as provided below. Client agrees to use the software licensed in the License in accordance with the conditions of this Agreement. The licensed software shall be used solely to support the services provided by C816.
Notwithstanding the term set forth herein, in the event that Client fails to pay any amounts due hereunder within 30 days of the date when due, including but not limited to the Monitoring Fee for use of the services provided hereunder, C816 may, in its sole discretion, terminate this Agreement, with no obligation to perform any further services hereunder or provide Client with any further benefit. The License shall terminate at the end of the term of this Agreement or upon earlier termination by either party as provided herein.
Client will defend, indemnify, and hold harmless C816 and its directors, officers, employees, independent contractors, representatives, agents, attorneys and affiliated entities (‘indemnified parties”) from and against any and all losses, liabilities, expenses (including attorneys’ fees and costs), claims, damages and costs incurred as a result of or arising from legal proceedings instituted, or claims made (even if no legal proceedings are instituted), against such indemnified parties by any third party (including any third party utilizing software directing leads away from Client’s website) to the extent arising out of or in connection with allegations that use of the of the services or products derived therefrom infringes any third party’s rights, that the services or products derived therefrom are defective or deficient in any manner (whether or not a warranty covering the services or products has been breached), or that Client has breached this Agreement or its obligations under applicable law.
C816 alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the product and C816’s services, including to any and all enhancements, modifications, extensions and derivative works thereof (collectively, “Intellectual Property Rights”). This Agreement is not a sale and does not convey to the Partner any rights of ownership in or related to the services, products or the Intellectual Property Rights owned by C816. C816 names, logos, or any other product names associated with the services are trademarks of C816 or third parties, and no right or license is granted to use them other than as provided herein.
EXCEPT AS PROVIDED ELSEWHERE IN THIS AGREEMENT, C816 MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE, SERVICES OR ANY CONTENT. C816 DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER SERVICE, HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES OR SOFTWARE WILL MEET REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR SOFTWARE THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT, SOFTWARE OR PRODUCTS RELATED TO THE SERVICES IS PROVIDED TO CLIENT STRICTLY ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY C816.
NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, IN NO EVENT SHALL (I) C816 BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY MALFUNCTION OR THE INABILITY TO USE THE PRODUCTS OR SERVICES OR A MALFUNCTION OR THE INABILITY TO USE ANY OTHER PRODUCTS OR SERVICES USING THE SERVICES OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR FOR BUSINESS INTERUPTION, (II) C816 BE LIABLE TO CLIENT HEREUNDER FOR ANY SPECIAL, INDIRECT, DIRECT, EXEMPLARY, PUNITIVE, REMOTE, SPECULATIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS OR BUSINESS OPPORTUNIEIS AND (III) C816'S LIABILITY HEREUNDER TO CLIENT OR ANY THIRD PARTY EXCEED THE TOTAL PAYMENTS TO BE PAID BY CLIENT HEREUNDER DURING THE FIRST THREE MONTHS OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, AND EVEN IF C816 HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
Client acknowledges and agrees that the content and terms and conditions of this Agreement shall be deemed confidential and proprietary information of C816 (the “Proprietary Information”). Client acknowledges and agrees to keep the Proprietary Information and the Intellectual Property Rights of C816 confidential and not disclose or reveal in any manner whatsoever any Proprietary Information or Intellectual Property Rights of C816 to any person.
This Agreement shall continue on a month to month basis, and either party may terminate this Agreement at any time, for any reason, upon 15 days prior written notice.
This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Texas (without regard to conflicts of laws principles). C816 and Client irrevocably submit to the exclusive jurisdiction of any federal or state court located in Austin, Travis County, Texas over any dispute arising out of or relating to this Agreement, legal or equitable, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be heard and determined in such courts.
This Agreement contains the entire understanding between C816 and Client with respect to the subject matter hereof and supersedes any prior written or oral understandings between the parties respecting the subject matter hereof. This Agreement may only be modified or amended in a writing signed by both of the parties hereto.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns, except that Client may not (by merger, consolidation, operation of law or otherwise) assign its rights or delegate its duties hereunder without the prior written consent of C816.
No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No course of dealing will be deemed to amend, waive or discharge any part of this Agreement or any of the rights or obligations of any Person under this Agreement.
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