TERMS & RULES AGREEMENT, PAGE 2/2
LAST UPDATED: May 15, 2019
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DISCLAIMERS; LIMITATION OF LIABILITIES
Disclaimer of Warranties: WE AND OUR SERVICE PROVIDERS, AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE WEBSITE, THE SERVICES, OR THE CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE WEBSITE, THE SERVICES, OR THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE WEBSITE, THE SERVICES, OR THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
No Indirect Damages: TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability: IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE DOLLAR AMOUNT YOU PAID TO US IN EXCHANGE FOR THE SERVICES OR THE CONTENT.
Third Party Services: WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
Amendment: No Waiver: We may update and change any part or all of the T&R. If we update or change the T&R, the updated T&R will be posted here. The updated T&R will become effective and binding on the next business day after it is posted. When we change the T&R, the "Last Update, at the top of this document, will be updated to reflect the date of the most recent version. We encourage you to review the T&R periodically. If you do not agree with a modification to the T&R, you should not use the Services.
Applicable Law: Washington state law governs governs the interpretation interpretation of the T&R and applies to any claims related to or arising out of this contract, regardless of conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to this contract.
Force Majeure: Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties: Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the T&R.
Compliance with Applicable Laws: You shall comply with all applicable foreign and domestic laws (including without limitation, export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply the Services and Content. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Services or Content to prohibited countries or individuals or permit the use of the Services and Content by prohibited countries or individuals.
Correction of Errors and Inaccuracies: The T&R may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the T&R at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected.
Severability: If any part of the T&R is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the T&R will continue in effect.
Notices to Us: Notice to us shall be sent by mail to Next Dimension Media: 1605 Cole Street, Enumclaw, WA 98022, USA, Attention: Legal Department and will be deemed delivered as of the date of actual receipt.
Entire Agreement: The T&R is the entire agreement between us and you and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website.
No Third Party Beneficiaries: Nothing in the T&R, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of the T&R.
No Licenses: We grant to you only the rights and licenses expressly stated in the T&R, and you receive no other rights or licenses with respect to us, the Services, our trademarks, or any other property or right of ours.
Authority: Each party represents and warrants to the other that it has full power and authority to enter into the T&R and that it is binding upon such party and enforceable in accordance with its terms.
Survival: The following sections shall survive the expiration or termination of the T&R: ‘PROPRIETARY RIGHTS’, ‘REPRESENTATIONS & WARRANTIES’, ‘INDEMNIFICATION’, ‘DISCLAIMERS; LIMITATIONS OF LIABILITY', and ‘GENERAL’.
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