REPRESENTATIONS AND WARRANTIES
- Web Designer makes the following representations and warranties for the benefit of Customer:
- No Conflict. Web Designer represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Web Designer under this Agreement and Customer’s Order. Customer understands that Web Designer is currently working on and maintaining one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Web Designer’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
- Conformity, Performance, and Compliance. Web Designer represents and warrants that (1) all Work Product shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Work Product will function under standard HTML/PHP conventions; (3) all Work Product will conform to the specifications and functions set forth in this Agreement; and (4) Web Designer will perform all work called for by this Agreement in compliance with applicable laws. Web Designer will repair any Work Product that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer’s Web Site, and otherwise will repair the defect within 24-48 hours, said repairs to be free of charge to Customer. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Web Designer.
Disclaimer of All Other Warranties
WEB DESIGNER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEB SITE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND WEB SITE IS WITH THE CUSTOMER, EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING, MAINTENANCE, AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THE PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SALL NOT AFFECT THE VALIDITY AND ENFORCEABILIT OF ANY REMAINING PROVISIONS.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, SUCH AS LOSS OF DATA, MALWARE, OTHER COMPUTER VIRUS OF ANY NATURE, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER. WEB DESIGNER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
Customer makes the following representations and warranties for the benefit of Web Designer:
- Customer represents to Web Designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Web Designer for inclusion in the Web Site are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defendant Web Designer from any claim or suit arising from the use of such elements furnished by Customer.
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electric commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend Web Designer from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
READ AND UNDERSTOOD
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.