Table of Contents
Customer Obligations and Acknowledgements
Terms and Conditions of Service
Effective Date: September 4, 2021
Welcome to Inphonite! We are excited to have you here, but before you start using Inphonite products and services, we need you to look through and accept these Terms and Conditions of Service. Please read and follow these Terms and Conditions. These are your legal rights and obligations. By using our services, you accept these Terms. If you do not agree to these Terms, then you cannot use our services.
We have done our best to explain everything without using too much legal jargon so that it’s clear what you can expect from us, and what we expect from you. If you have questions or comments after reading, please contact us to discuss things directly.
1. You and Inphonite: When we say Customer, you, or your, we mean both you as the Customer and any entity or firm you are authorized to represent. When we say Inphonite, we, our, or us we are talking about Inphonite, LLC, headquartered in Tucson, Arizona.
- Our services and the sites: Our services consist of all services we provide—now or in the future, including our on-premises products that have not reached End of Life, our SaaS product, Art of Chat, as well as our mobile applications and technical support for any and all of these or other products that become available under the domain and sub-domains of https://www.inphonite.com or https://artof.chat.
- Other Definitions: All other definitions are outlined and clarified within the body of this document with quotations and or parentheses.
By signing up for Art of Chat Software as a Service, (“AoC”) you are stating that you have read and agree to everything in these Terms and Conditions, as well as the Business Associate Agreement, hereafter together known as the “Agreement”. If you are entering into this Agreement on behalf of a business, medical or dental practice, you represent that entity and you have the authority to bind said business to this Agreement.
Inphonite reserves the right to update and change the Agreement from time to time and at its sole discretion; provided that such changes will not materially impact these Terms or its scope or reduce Inphonite’s obligations to you. Inphonite will publish updated and revised Terms on its website and shall use commercially reasonable efforts to notify Customer via our services and/or through email. Changes to the Terms and Conditions are effective as of the “Effective date.” Continued use of the Service after any such changes or update shall constitute your consent to such changes. Inphonite shall help set up and provide the Services conditional upon acceptance and compliance by the Customer with the Order, Business Associate Agreement, and all parts of these Terms and Conditions.
Unless otherwise indicated, Inphonite quotations are valid for (30) days from date of issuance. A completed Art of Chat Order Form or Partner Purchase Order (PO) must be submitted and approved for services to begin or continue beyond any trial period. Customers will be considered “Live” with Inphonite upon the date of account setup completion, solely determined by Inphonite, OR on the Go Live Date provided on a Partner PO, whichever comes first. Inphonite Services are generally provided based on monthly bundle pricing which includes a bundle of Art of Chat credits and Standard technical support at no additional cost to all users, while customers requiring additional support can purchase Elite Support or an SLA contract. Additional support resources for all customers can be found on our Customer Support Center or YouTube page. Inphonite accepts Credit Cards or ACH payments. In special circumstances, Inphonite may allow payment by check for Grandfathered or Pay Per Credit accounts with prior agreement. Any amounts paid by check, however, require prepayment and may incur additional processing time and fees. The cost for all Software, Services, Support, Credit values, add-ons, or features offered by Inphonite vary and could change at any time and with no less than 30 days’ notice. All payments for all services are due prior to the rendering of same. All services are non-refundable. Payment or use of Inphonite Services constitutes acceptance of all terms contained within this policy.
All messages sent during any previously agreed upon Trial periods are at no charge to the customer. All messages sent after any Trial period will be billable and payable based upon the selected Bundle plan, online order, accepted PO, or order form. Inphonite may also further elect to offer select occasional promotions or gift select customers with free credits at any time. Any returned checks will incur a fee of $35.00. Art of Chat credits applied to any accounts with returned checks will be immediately removed from those accounts until such time as payment is made and processed in full. Additionally, payment will be required in the form of a credit card and checks will no longer be accepted from any Customer with any insufficient check funds. It is further understood that it is the customer’s responsibility to ensure that a valid credit card is always on file and any customer supplying a credit card payment that is declined, for any reason, will at no time receive Art of Chat messaging credits until proper payment is received and accepted; however, messages may be automatically sent at Overage Usage credit rates until the credit card is updated or, at our discretion, messages are stopped. Sending messages at Overage rates ensures messages go out, even when a credit card is not on file, however, overage messages may cease at any time due to non-payment. Overage rates cannot be lowered or adjusted at any time. Any messages that go out at any time, will subsequently incur the prevailing and reasonable fees and in all instances those full amounts will be the Customer’s responsibility.
Additionally, we will charge you, and you will pay, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunications provider as a result of your specific use of the Services.
All fees are exclusive of any applicable taxes imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction. You will pay all Taxes associated with these Terms. All fees are inclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (“Communication Surcharges”), which are likely to change at an time. You will pay any Communications Surcharges associated with your use of the Services which may be included in your pricing or added as a separate line item on an invoice.
If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information or a valid exemption certificate. You will be exempt on a going-forward basis once we approve your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to us, plus any applicable interest or penalties.
As part of training, Customer may choose a Bundle credit plan and set threshold notification amounts, so their bank of message credits never depletes nor goes into overage use without warning. The Customer may be asked to acknowledge a Continuation of Service following any previously agreed upon Trial Offer periods and/or prior to expiration of same. If signed up for a Bundle credit plan, Customer will automatically and immediately begin paying and continue with the plan upon expiration of their Trial period. Should the Customer wish to continue with the Service, it is understood that they agree to pay standard non-refundable fees, thereafter, located within the Art of Chat product and based upon the structure located here. This continuation of Service Term shall be known as the Renewal Term. Customer can cancel at any time by contacting Inphonite, with the understanding that no remaining credits will be refunded. If you pause or request a pause or stop to messaging, billing may continue and there are no refunds. Final cancellation occurs after your current billing period has ended, including any overages used for that and the previous month and all amounts due have been satisfied.
Inphonite reserves the right to limit the messages, messaging types, rules, languages, and styles for any Trial periods, or any and all messaging for any customer at any time. Inphonite further reserves the right to determine the best method of implementation for a customer, particularly for multiple site integrations. We further reserve the right to change, limit, or eliminate the services at any time without advance notice. If such an impactful change, as determined solely by Inphonite, is made to Art of Chat we will do our best to notify our users via our services and/or e-mail. Additionally, if Inphonite believes a customer is or could be breaking any HIPPA, anti-spam, or FCC laws or regulations, Inphonite may pause or change your messaging or phone rental numbers, and/or cancel or close any accounts associated with the customer, with or without notice.
The Customer acknowledges and agrees that, in addition to the termination rights set out herein, Inphonite may, in its sole discretion, suspend or terminate one or more features of the Service without notice or refund if the Customer is in breach of any Term or Condition of this Agreement, including and not limited to late, or non-payments and FCC laws and regulations.
Inphonite retains the right to terminate the Service, destroying any account content, including and not limited to username, password, account settings and rules and any data transferred by Customer to Inphonite, after 90-days of account and/or credit usage inactivity or upon written request from Customer.
The Customer agrees that it shall not use the Service or any features of the Service to, directly or indirectly: (a) copy, distribute or sublicense any software Inphonite provides or makes available to the Customer; (b) alter, modify or tamper with the Service or feature(s) of the Service; (c) resell the Service or provide the Service to any third party without written permission and Agreement; and (d) in a manner that (i) is libelous, harmful to minors, or constitutes pornography; (ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable FCC, IC, or other laws or regulations. In addition to Inphonite’s termination rights set out elsewhere in this Agreement, Inphonite may terminate this Agreement if the Customer engages in one or more of the above, or any prohibited activities. Customer agrees to indemnify and hold harmless Inphonite and its officers, directors, shareholders, employees, and agents from and against all third-party claims arising due to a breach of any of the provisions of this Section.
As the Licensee, you will use multifactor authentication and not share your passwords. You also acknowledge and agree to cause all persons who use the Service through the computer or any computer belonging to you, your affiliates, subsidiaries, assigns or any other non-arm’s length party to review and comply with the terms and conditions of this Agreement. You further acknowledge and agree that as the Licensee you are solely responsible and liable for any and all breaches of the Terms and Conditions of this Agreement, whether such breach is the result of use of the Service by you or by any other user or persons using the Service through your license.
The Customer acknowledges and agrees to these requirements and further agrees that it will not be entitled to receive technical support relating to any issues other than the Service as unmodified. Inphonite does not represent or warrant that a non-recommended configuration will enable the Customer to successfully access, operate or use the Service or that the installations of any hardware or software will not cause damage to the Customer’s computer, mobile phone, peripherals, software or data.
The Service shall be accessed through the Internet or via a downloadable web app after accepting these Terms of Service and the BAA upon each login. The Service does not include Internet access. The Customer acknowledges and agrees to purchase and maintain Internet access. The Customer further acknowledges and agrees to compensate Inphonite for the Service as set forth within any orders even if the Customer does not have available Internet access. Customer acknowledges and agrees that it is beyond the reasonable control of Inphonite to ensure that use of the Internet, customer’s or their clients’ computer or mobile phone or the Service will be free of viruses, worms, Trojan horses, ransomware, or disabling devices or other code that manifests contaminating or restrictive properties, and Inphonite shall not be liable for any loss or damage incurred by the Customer, directly or indirectly, when it accesses the Internet or Service. We grant you the right to use our Services (based on your subscription type, user role and level of access you have been granted) for as long as you agree with the Agreement, continue to pay for services, until your subscription is terminated, or until your access is revoked.
The Customer acknowledges and agrees that the Service is not designed, intended, authorized or warranted to be suited for critical applications where failure or potential failure of the Service can cause injury, harm, death or other grave problems, including, without limitation, delays in getting medical care or other emergency services. The Customer acknowledges and agrees that use of the Service to support such application is fully at its own risk and that the Customer assumes all risk arising out of such use.
It is the sole responsibility of the Customer to comply with National and State Do Not Call regulations that restrict telemarketing calls/texts and emails. Inphonite will not knowingly violate any Federal or State regulations. Customer warrants that every telephone number submitted to Inphonite for call generation is either exempt from such regulations and/or that Customer has verified that the telephone numbers submitted to Inphonite are not included in any State or Federal Do No Call Registry. Customer is fully and solely responsible for any action that results from any violations of Do Not Call lists, both internally, and externally, and fully indemnifies Inphonite from all such actions. Customer shall pay the cost of Do Not Call compliance and acknowledges that the fees listed in this Agreement do not and shall not include any aspect of Do Not Call compliance. Inphonite provides opt-in and opt-out options as required by regulatory provisions. Some features may allow Customer to create and send text messages to any phone number or email messages to any email address. If Customer chooses to use these features, then Customer agrees to be fully responsible for obtaining permission to send messages to any and all phone numbers and email addresses that the customer submits to the Service.
The Customer acknowledges that Inphonite assumes no responsibility for and exercises no control over the Content communicated via the Service as provided by the Customer (the “Content”). Inphonite shall not be liable for any loss or damage arising out of inaccurate and/or incomplete Content provided by the Customer, including long distance charges. Inphonite makes no representation or warranty that the Service shall accurately contact or connect with any third parties as directed by the Customer or that such Content will be communicated in part or in entirety.
Customer grants permission to Inphonite to purchase and use a private text phone number on behalf of Customer and/or display the Customer’s business telephone, text number, or email address on outbound telephone calls/texts/emails placed on behalf of Customer. Inphonite agrees and hereby warrants that at no time will Customer’s business telephone number or email address be used on any calls/texts/emails that are not legitimately and appropriately placed on behalf of customer, based on the information transferred to Inphonite for such purposes. Displaying the Customer’s business telephone number or email address on outbound calls/texts/emails allows called parties to recognize and identify the source of the call/text/email and therefore improves the successful delivery of messages to the Customer’s patients, clients, or associates. Inphonite works hard to ensure all parties are abiding by FCC and Carrier rules and laws, especially those regarding anti-spamming. Inphonite cannot control Caller ID services on any particular telephone network and therefore makes no warranties or guarantees regarding the actual displayed content that any particular carrier chooses to display on Caller ID.
Some features of Inphonite include the ability to record calls. These features may be used by Inphonite’s technical department to hear static or other line noise while determining messaging problems and solutions upon request and Agreement. In these instances, Inphonite will store call recordings for no longer than 45 days, at which point they will be deleted forever. Customer agrees and understands if it requires technical assistance beyond that 45-day period, no recording, nor remedies for same will be available. Recording calls may also be available as a feature to Customers. It is the sole responsibility of the Customer to obtain consent regarding the recording of calls and to confirm and verify that according to any applicable, local, state, or federal laws it is legal to be recording calls. By signing up for these features, the Customer agrees that in no event will Inphonite be liable for any lost profits or lost savings and agrees to indemnify and hold Inphonite harmless from any claim of incidental, special or consequential damages resulting from using these features and Services. In all instances, Inphonite will not be liable for any claims regarding the recording of calls.
We provide the Services, including any related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.
As part of our Security and dedication to our customers, Inphonite securely processes data and maintains backups. Files you send to us are encrypted and stored up to one month before being used or deleted. All processed data is purged on a 45-day schedule from active servers and a 2-year running schedule from backup.
Inphonite monitors the Art of Chat servers regularly. Art of Chat is a highly reliable service provider with very little downtime. Inphonite installs updates during off-peak weekend hours, generally with no more than a couple of hours downtime for these updates. However, due to the nature of computers, mobile phones, the Internet, and land or VoIP phone lines, it is possible that we may experience some other outages and will not be able to provide our services on any given day or time. The Service is further supplied on an “as is” basis without warranty of any kind, whether express, implied, statutory, or otherwise and we specifically disclaim all implied warranties, including any implied warranty or merchantability, fitness for a particular purpose, or non-infringement to the fullest extent permitted by law. We additionally disclaim all warranties related to third party telecommunications providers. You acknowledge the internet and telecommunication providers’ networks are inherently insecure. Accordingly, you agree we are not liable for any changes to, interception of, or loss of customer data while in transit via the internet or a telecommunications provider’s network. Inphonite disclaims all warranties, both express and implied, including but not limited to any implied warranties of merchantability and fitness for a particular purpose and any warranties of non-infringement.
If for any reason we do experience an outage of our services, message credits for paid users may be refunded to your account. There will be no compensation to Trial Offer Service users whatsoever.
The Customer is solely responsible for ensuring that all information, including contact information, in the Customer’s database is accurate. Therefore, please be certain the contact information in your database is accurate and up to date. We do not provide refunds for messages that were setup with improper contact information, including and not limited to area codes, phone numbers, email addresses, dates, times, or using the improper time zone, location, provider, or message preference. Please double check your calls/texts and understand that if you are sending out a call/text from a specified time zone, the call/text will be sent out at that time to ALL your callers and is not adjusted for each phone number’s local time zone unless set up with separate location settings. Additionally, if using the mobile application of Art of Chat, Inphonite will not reimburse or refund any credits for any messages that were “butt-dialed” or accidentally selected to be sent.
Inphonite is a cloud communication software service company. Your privacy is extremely important to us. We believe that to have integrity we must be thoughtful, honest and direct. In that spirit of transparency, this statement discloses the information practices for Inphonite websites, including what type of information is gathered and tracked, how the information is used, and with whom exactly the information is shared (spoiler: it’s not).
Inphonite does not collect or retain any data for any purpose other than the services under these Terms. We do not use any aggregate or anonymized data at any time other than our own internal studies and reviews. At no time has, or will Inphonite sell any data anonymized, aggregate, or otherwise.
We are the sole owners of the information collected on this or any Inphonite site. We only have access to collect information that you voluntarily submit. If at any time you prefer that we do not use your information, you can opt-out by contacting us. We never have and never will sell or rent this information to anyone at any time for any reason and we will only use the information you give us for its intended purpose. Additionally, Inphonite will obtain appropriate protection if required to share information in any other way.
Inphonite agrees to keep private all health-related and other sensitive information received through general business use, including sales and support efforts, insofar as it is legally plausible.
We take precautions to protect your personal information and to maintain its quality online and offline. We use encryption and proper safeguards including security monitoring, to help us keep your information secure.
Please be aware that in certain circumstances, it is possible that personal information may be subject to disclosure pursuant to judicial or other government subpoenas, warrants, or orders. In these instances, Inphonite will make best efforts to notify you prior to sharing any information.
The Customer is solely responsible for taking the necessary precautions to protect itself and its equipment, software, services, files and data against any and all risk inherent in the use of this service. Without limiting the foregoing: (a) Customer is solely responsible for the security of any device which the Customer chooses to connect to the Service, including any data stored on such device; (b) Customer is responsible to ensure that others do not gain unauthorized access to the Customer’s computer by taking the appropriate security measures; (c) The Customer is solely responsible for any and all Content transmitted. Inphonite makes no representations or warranties with respect to, or connection with the security or confidentiality of the data transmission. Notwithstanding the foregoing, Inphonite does provide tools to allow for secure messaging, however, the Customer is responsible for utilization of these tools and features. Inphonite is not responsible or liable for negligence or misuse by Customer regarding same. The Service, accessed via the internet through a personalized URL, usually requires a private password and login ID. The Customer understands that possession or knowledge of login information would result in that person being able to access the Service. The Customer acknowledges and agrees that the security and login information is the Customer’s responsibility and Inphonite and its suppliers are released from any liability resulting from unauthorized access into the Service not caused by our negligence. In no event shall Inphonite be liable for any loss of Content or other claims, losses, actions, damages, suits, or proceedings to the extent the same arose from unauthorized access to the Licensee’s account by obtaining login information caused by a negligent or willful act of the Customer or arising out of or otherwise relating to the Customer’s failure to take appropriate security measures. The Customer is responsible for the entire cost of any and all service, repairs, or connections of and to any computer using the Service which may be necessary as a result of the Customer’s failure to take appropriate security measures.
Inphonite grants the Customer a non-exclusive, non-sublicensable and non-transferable license to use the Service during the Term, or Continuation of Service Term. Provided that Customer’s online account is active and in good standing, Customer will be entitled to receive at no additional charge, (A) updates to the then current version of the Service (B) new versions of the Service when Inphonite releases and makes upgrades generally available from time to time to its Customers—if a version to be released substantially alters or adds to the functionality and features of the then current version of the Service, Inphonite reserves the right to change pricing (as determined in its sole discretion) in respect of that version to be released and with no less than 30-day notice to existing customers, (C) Telephonic or Email Technical Assistance within the matching Technical Support Policy terms, (D) Unlimited Importing from your Database to the Art of Chat Service. (E) Unlimited message types for any direct Bundle Customer. This Agreement does not entitle the Customer to any hardcopy. Subject to this Agreement, Inphonite grants to the Customer the right to use the Service and to integrate the Service into the Customer’s applications solely for its own legal use and for no other purpose whatsoever. Inphonite has complete and full rights to qualify Customers for any and all Services. Inphonite further has complete and full rights to deny or limit Services for any customer at any time. This license is not a sale of the original or any subsequent copy. All content accessed through the Service is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.
Inphonite agrees to indemnify, defend and hold Customer harmless from any claim of United States patent, trade secret, or copyright infringement asserted against Customer by virtue of Customer’s licensed use of the Services, provided that (a) Inphonite is given prompt written notice of any such claim; (b) Inphonite has the sole right to control and direct the defense of such claim; and (c) Customer shall reasonably cooperate with Inphonite in such defense.
Inphonite shall have no liability for any claim of infringement that results from: (a) any modification of the Service by Customer; (b) any failure by customer to implement updates to the Software or Service as supplied by Inphonite; (c) the combination, operation, or use of the Service with non-Inphonite programs, data or documentation, if such infringement would have been avoided by the use of the Service without such combination, operation or use; or (d) materials developed by Inphonite in accordance with Customer’s specific design instructions.
In the event the Service, in Inphonite’s opinion, is likely to or does become the subject of a claim of infringement, Inphonite shall have the right at its sole option and expense to: (a) modify the Service to be non-infringing while preserving substantially equivalent functionality; (b) obtain for Customer a license to continue using the Service; (c) or terminate this Agreement and the license hereunder.
Except as otherwise expressly permitted in this Agreement, or in any other Agreement to which Inphonite is a party, the Customer may not: (i) modify, translate or create any derivative work of the Service; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or underlying ideas for the Service (except to the extent applicable laws specifically prohibit such restriction); (iii) copy, install or use the Service on or with any unsupported or unrecommended hardware; (iv) redistribute, encumber, sell, rent, lease, sublicense, assign or commercially exploit or make available to third parties or otherwise transfer rights to the Service to any other persons without written notice to Inphonite (v) release the results of any performance or functional evaluation of the Service to any third party without prior written or email approval of Inphonite for each such release; (vi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Service or any documentation at any time; or (vii) violate any local, state, federal or foreign law, treaty, regulation or restriction, and other laws applicable to Customer related to privacy, publicity, data protection.
All rights, title and interest to the Service, including all intellectual property in the Service (including, without limitation, copyrights, patents, trade secrets, trademarks, moral rights, and other intellectual property rights, in and to the Service, all modifications, changes, enhancements, or additions thereto) or any know-how developed during the course of this Agreement shall remain property of Inphonite. Inphonite and its licensors retain all right, title and interest in and to the Services at all times, regardless of the form or media in or on which the original or other copies may subsequently exist.
You may not use Inphonite’s name or refer to Inphonite directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any customer third party without the prior written or email approval of Inphonite for each such use. Additionally, Inphonite reserves all rights not expressly granted to Customer in this Agreement. To the extent Customer acquires any intellectual property rights in the Service, Customer assigns such rights to Inphonite and waives any moral rights it may have in the intellectual property thereto and in favor of Inphonite. The Customer acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Inphonite’s ownership rights with respect to the Service. The Customer further acknowledges and agrees that the Service is the property of Inphonite and that the only right Customer has with respect to the Service and related material is to use them in accordance with the terms herein. All right, title and interest in any content compiled by the Customer and communicated via the Service or any other application shall remain the sole property of the Customer. The license and any other document, including Business Associate Agreements granted under this Agreement gives Inphonite no right nor responsibility as to the accuracy to, or for, such Content.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SERVICE, YOU ACKNOLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR USE THE SERVICE.
LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY FROM WHEN THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
IF APPLICABLE LAW DOES NOT ALLOW ALL OF ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS.
Except as provided in these Terms and any exhibits or attachments, applicable order form(s), or other terms incorporated by reference into the Agreement, these Terms supersede all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and written. No oral or written information or advice given by us, our agents, or our employees will create a warranty or in any way increase the scope of the warranties or obligations under these Terms. Any term or condition stated in any purchase order document or similar document provided by you will be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon will be null and void and have no effect with regard to these Terms between the parties and be non-binding against us even if accepted or signed by us.
To the extent that any provision of this Agreement specifically conflicts with the term of the Parties’ Agreement(s) for Services, or if any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
That’s it! Thanks for reading our Terms and Conditions!