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Indemnification:
Customer agrees to indemnify, defend and hold harmless Ebizpromo and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to Customer's use of the Services, (ii) any violation by Customer of the AUP, (iii) any breach of any representation, warranty or covenant of Customer contained in this Agreement or (iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.
Disclaimer:
You acknowledge and agree that Ebizpromo accepts no responsibility or liability for, and employs no control over, the content of the information passing through Ebizpromo's host servers, network hubs, or the Internet. All services performed thereunder are performed "as is" and without warranty against failure of performance including, without limiting to, any failure due to computer hardware or communication systems. Except as expressly provided in this Agreement, Ebizpromo does not make and hereby disclaims, and you hereby waive all reliance on, any representations or warranties, arising by law or otherwise, in reference to the Plan(s), including, but without limiting to, implied warranties of merchantibility, fitness for a particular purpose, non-infringement, or developing from course of dealing, course of performance, or usage in trade.
Disclosure:
Ebizpromo may reveal any information it deems necessary or appropriate, including, without limitation, user profile (e.g. name, e-mail address, etc...), usage history, material contained on Ebizpromo's system in order to abide by any applicable laws, lawful governmental requests, to protect Ebizpromo's systems and customers, or to provide and protect the quality, functionality, and integrity of Ebizpromo's business and equipment. Ebizpromo reserves the right to report any activities that it suspects violates any laws or regulations to the appropriate law enforcement officials, regulators or any other appropriate third parties.
Compensation:
You agree to compensate, Ebizpromo and its affiliates and suppliers (and their respective employees, directors and representatives) for any and all expenses, including, without limitation, all claims, actions, proceedings, suits, liabilities, fines, and attorneys' fees, incurred by Ebizpromo or it's suppliers, arising out of or relating to (1) your violation or breach of any agreement, terms, representation or warranty of this Agreement or any applicable policy or guideline; (2) your improper or illegal use of the Plan(s); or (3) your violation, alleged violation, or misappropriation of any intellectual property right (including, but not limited to, trademark, copyright, patent, trade secrets) or nonproprietary right of a third party.
Country, State & Local Laws:
The entire agreement shall be governed by the laws of the India and the state of Gujarat and its validity constructions, interpretation and legal effect shall be governed by the laws and judicial decisions of the State of Gujarat , Ahmedabad applicable to contracts entered into and performed entirely within the State of Michigan. You shall at all times accord with all applicable laws and regulations and shall protect and save Ebizpromo harmless from your failure to stray from accordance. You agree that Ebizpromo shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government. You shall not use the Plan(s) in any way that violates Indian export laws, including without limitation, uses related to the distribution of weapons of mass destruction, prohibited chemical, biological, or nuclear weapons or missile use. You agree that you are not located in, under control of, or a national or resident of any country restricted as a destination by Indian Law.
Severability:
If any provisions of the entire agreement shall be unlawful, void, or for any reason, unenforceable, it shall be deemed severable form and shall in no way affect the validity or enforceability of, the remaining provisions of the entire agreement, which shall remain valid and enforceable according to its terms. If it is deemed severable form, the liability of Ebizpromo and its suppliers to you will be limited to the amount actually paid to Ebizpromo by you under this agreement during the three (3) months preceding the date on which the claim accumulated. This limitation applies to all causes of action in the aggregate including, but not limiting, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other damages. The fees for the Plan(s) set by Ebizpromo have been and will continue to be based upon this allocation risk. Accordingly, you hereby release Ebizpromo and its suppliers from any and all obligations, liabilities, and claim beyond the limitation stated in this section.
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Warranties and Representation:
You warrant and represent to Ebizpromo that you are (1) at least eighteen 18 years of age; (2) you possess the legal right and ability to enter this agreement; (3) you will use the Plan(s) only for lawful purposes and remain in accordance with this Agreement and all policies and guidelines that may apply; (4) you will be financially responsible for your Plan(s); (5) you have acquired, or will acquire all necessary arrangements for hypertext links to a third party Web sites or other content; (6) you have verified or will verify the accuracy of materials distributed or made available through use of the Plan(s), including, without limitation, your content, claims, warranties, guarantees, nature of business, and address where business is conducted, and (7) your content does not infringe or violate any right of any third party (including intellectual property rights) or violate any applicable law, regulation or ordinance.
Waiver:
No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
Assignment:
Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Ebizpromo. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Ebizpromo may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
No Third-Party Beneficiaries:
Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Customer acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Customer as if it were a party to this Agreement. |
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