This agreement is between Fard Technology Corp. (Service Provider), and the Customer (entity or individual) agreeing to these terms.
Customer Responsibilities. Customer
FARD TECHNOLOGY CORP. DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE MAY BE INTERRUPTED OR CONTAIN AN ERROR. WHILE FARD TECHNOLOGY CORP. TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, FARD TECHNOLGOY CORP. DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED. There is no warranty against interference with Customer’s quiet enjoyment of the licensed product or against infringement, and Fard Technology Corp. shall have no liability to Customer for the infringement of proprietary rights by the licensed product or any portion thereof.
Customer must pay all fees as specified on the order or upon receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. Payment for the full length or term of the order is required even if Customer discontinues use of the Services during the Term.Credit Card Payments.
If a credit card account is being used, Fard Technology Corp. may obtain pre-approval for an amount up to the amount of the order. Customer must pay for the Services online, and Fard Technology Corp. may charge its credit card for all purchases and for any additional amounts (including any taxes and late fees, as applicable) owed to Fard Technology Corp. If the Customer credit card changes or expires, or is revoked, disputed or not valid for any other reason, Fard Technology Corp. may suspend, terminate, or both (without liability) Customer’s use of the Services upon 5 days’ notice sent to Customer via email (using its email address in the Service).MUTUAL CONFIDENTIALITY.
Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Fard Technology Corp. Confidential Information includes without limitation the Service, and Licensed Software and Documentation, (including without limitation the Service user interface design and layout, and pricing information).
Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Exclusions. Confidential Information excludes information that:
Reservation of Rights. The software, workflow processes, user interface, designs, know-how, Licensed Software and Documentation, and other technologies provided by Fard Technology Corp. as part of the Service are the proprietary property of Fard Technology Corp. and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Fard Technology Corp. customer may not remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software and Documentation. Fard Technology Corp. reserves all rights unless expressly granted in this agreement.
Restrictions. Customer may not
Term. This agreement continues for the following set period of 365 days from acceptance of this agreement, or, if longer, the specified length of all Customer orders (Term).
Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. Termination of this agreement by Fard Technology Corp. for material breach by Customer shall not relieve Customer of its payment obligations for the Service during the Term.
Termination by Fard Technology Corp. for Infringement. If a third-party claim that the Service (other than related to the Customer Data) infringes that party’s patent, copyright or other proprietary rights, Fard Technology Corp. may terminate the Service (without any liability to Customer) upon notice to Customer and with no return of any prepaid and unused fees.
Return or Destroy Fard Technology Corp. Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Fard Technology Corp. for any unpaid amounts, and destroy or return all property of Fard Technology Corp..Customer will confirm its compliance with this destruction or return requirement in writing upon request of Fard Technology Corp.
Suspension of Service for Violations of Law. Fard Technology Corp. may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Fard Technology Corp. will attempt to contact Customer in advance.
Termination or Suspension with Notice. Fard Technology Corp. may also suspend or terminate all of Customer’s rights with respect to the Service, including any license to use any Licensed Software and Documentation, within 5 days if Customer is in default of any payment obligation with respect to the Service or if any payment mechanism Customer has provided to Fard Technology Corp. is invalid or charges are refused for such payment mechanism, and Customer fails to cure such payment obligation default or correct such payment mechanism period within such 5 day period. Customer’s payment obligations hereunder shall continue for the period of such suspension or termination.
EXCLUSION OF INDIRECT DAMAGES. EXCEPT FOR VIOLATIONS OF FARD TECHNOLOGY CORP. INTELLECTUAL PROPERTY RIGHTS OR THE CUSTOMER’S INDEMNITIES IN THIS AGREEMENT, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE SERVICE).
TOTAL LIMIT ON LIABILITY. EXCEPT FOR THE FARD TECHNOLOGY CORP. INDEMNITY, FARD TECHNOLOGY CORP. LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER WITHIN THE PRECEDING 6 MONTHS UNDER THIS AGREEMENT.
By Fard Technology Corp. For Infringement. If a third-party claim that the Service (other than related to the Customer Data) infringes that party’s patent, copyright or other proprietary right, Fard Technology Corp. may terminate the Service (without any liability to Customer) upon notice to Service Provider and with no return of any prepaid and unused fees.
By Customer. If a third party makes a claim against Fard Technology Corp. relating to Customer’s use of the Service on a network, or technology environment, where Customer did not have permission to operate the Service or did not have the Fard Technology Corp. agree to the subscription services agreement as part of the installation and configuration of Ai-DBA, Customer shall indemnify, defend and hold Fard Technology Corp. harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. If a third party makes a claim against Customer alleging that the Service (other than related to the Customer Data) infringes such third party’s patent, copyright or other proprietary rights, Fard Technology Corp. shall indemnify, defend and hold Customer harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. GOVERNING LAW AND FORUM. This agreement is governed by the laws of the British Colombia, Canada; or the Country which Ai-DBA is implemented without regard to conflict of law principles. Any dispute arising out of or related to this agreement may only be brought in the state and federal courts for British Colombia, Canada; or the Country which Ai-DBA is implemented. Both parties consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter (except that if the parties have a previously-executed written agreement regarding use of the Service, then such previously-executed written agreement shall govern the use of the Service to the extent it is inconsistent with this agreement). No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party under this agreement, and after the termination of this agreement, Fard Technology Corp. may assign its right to any unpaid fees, charges, and other obligations Customer has incurred under this agreement.
Independent Contractors. The parties are independent contractors with respect to each other.
Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
No Additional Terms. Fard Technology Corp. rejects additional or conflicting terms of any Customer form-purchasing document.
Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
Survival of Terms and no CISG. Any terms that by their nature survive termination or expiration of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.