|
<br />
<br />
<br /> www.siteimprove.com
<br />
<br />
<br />
<br /># 87378
<br />
<br /> Page 10 of 15
<br />Siteimprove Inc | 7807 Creekridge Circle | Minneapolis, MN 55439, USA
<br />+1 855 748 3467 | info@siteimprove.com | www.siteimprove.com
<br />not result in any breach of, or constitute a default
<br />under, any other agreement to which it is a party;
<br />and (iv) the Included Services will perform
<br />substantially as described in this Agreement,
<br />provided that it is used in accordance with the
<br />Agreement, including on the specified domains.
<br />These representations and warranties are only for
<br />the benefit of Customer.
<br />b. For Customer. Customer represents and
<br />warrants that: (i) it has the full power and authority to
<br />enter into and perform its obligations under this
<br />Agreement; (ii) this Agreement has been duly
<br />authorized, executed and delivered by it and
<br />constitutes the valid, legal and binding agreement of
<br />it and is enforceable against it; (iii) entering into and
<br />performing its obligations under this Agreement will
<br />not result in any breach of, or constitute a default
<br />under, any other agreement to which it is a party; (iv)
<br />it has full and legal right or authorization to display,
<br />disclose, transfer, assign or convey the information
<br />set forth and accessible on the websites on which
<br />the Included Services will be administered; and (v) it
<br />is aware that the Included Services are designed and
<br />developed to handle information that can be viewed
<br />on a public website and acknowledges that any data
<br />scanned through the Included Services on a
<br />Development Site will be processed and stored by
<br />Siteimprove just as data scanned on a public
<br />website.
<br />c. Disclaimer. Except for the express
<br />representations and warranties listed in this
<br />Agreement, each party makes no representations
<br />or warranties of any kind, whether express or
<br />implied, and expressly disclaims all warranties of
<br />title, non-infringement, merchantability, and
<br />fitness for a particular purpose. Unless set forth
<br />in this Agreement, no oral or written information
<br />or advice given by either party will create a
<br />representation or warranty.
<br />6. FORCE MAJEURE
<br />No party will be liable or responsible to the other
<br />party, or be deemed to have defaulted under or
<br />breached this Agreement, for any failure or delay in
<br />fulfilling or performing any term of this Agreement
<br />(except for any obligations to make payments to the
<br />other party), when and to the extent such failure or
<br />delay is caused by or results from acts beyond the
<br />impacted party’s (“Impacted Party”) reasonable
<br />control (“Force Majeure Events”). Force Majeure
<br />Events include: (a) acts of God; (b) flood, fire,
<br />earthquake or explosion; (c) war, invasion, hostilities
<br />(whether war is declared or not), terrorist threats or
<br />acts, riot or other civil unrest; (d) government order
<br />or law; (e) actions, embargoes or blockades in effect
<br />on or after the date of this Agreement; (f) action by
<br />any governmental authority; (g) national or regional
<br />emergency; (h) strikes, labor stoppages or
<br />slowdowns or other industrial disturbances; and (i)
<br />shortage of adequate power or transportation
<br />facilities. A change in economic circumstances is not
<br />a Force Majeure Event. If a Force Majeure Event
<br />occurs, the Impacted Party will provide prompt notice
<br />to the other party, stating the period of time the
<br />failure or delay is estimated to last. In the event that
<br />the Impacted Party's failure or delay remains
<br />uncured for a period of 30 days following written
<br />notice, either party may terminate this Agreement
<br />upon five days’ written notice.
<br />7. LIMITATION OF LIABILITY
<br />a. In no event will either party or its agents,
<br />officers, directors, employees, successors,
<br />assigns, or Affiliates be liable to the other party
<br />or its agents, officers, directors, employees,
<br />successors, assigns, or Affiliates for any
<br />indirect, incidental, consequential, punitive, or
<br />other special damages. This limitation includes
<br />any loss of profits, business interruption,
<br />goodwill, loss of data/content or the restoration
<br />of any of those items.
<br />b. In addition to and without limiting the
<br />generality of Section 7(a), the aggregate liability
<br />of either party for any and all claims arising out
<br />of or relating to this Agreement will, in any
<br />circumstances, be limited to the Fees paid or
<br />payable by Customer to Siteimprove for the right
<br />to access or use the Included Services during the
<br />Initial Term or any Renewal Term (as the case
<br />may be).
<br />8. CONFIDENTIALITY
<br />Each party will: (a) hold Confidential Information in
<br />confidence; (b) use its best efforts to protect
<br />Confidential Information in accordance with the same
<br />degree of care with which it protects its own
<br />Confidential Information; and (c) not disclose the
<br />other party’s Confidential Information to any third
<br />party, except in response to a valid order by a court
<br />or other governmental body or as required by law.
<br />The receiving party will promptly give notice to the
<br />disclosing party of any unauthorized use or
|