1. Definitions
2. Force Majeure
2.1. We will not be liable for any delay or failure to perform any obligation under this Agreement due to any event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of services and platforms used to operate our electronic media.
3. Written Acceptance
3.1 Client may purchase services offered in this quotation only on the Provider’’s terms and conditions included herein. These terms and conditions may be negotiated and shall be mutually agreed between the parties. Client may choose to issue a purchase order to identify services for purchase and for its own information and internal purposes. However, any terms and conditions contained in any purchase order, acceptance, acknowledgment, or other document Client submits to Provider which are inconsistent with, different from, or additional to the terms and conditions of this quotation will be null and void, and in lieu thereof the terms and conditions shall prevail over any document or any agreement or purchase order.
4. Termination By Client
4.1 Client may not terminate the contract created upon acceptance of these terms and conditions without Provider’s prior written consent. If Client shall attempt to terminate without Provider’s consent or shall otherwise repudiate this contract, Client shall be liable to Provider for the full amount of the Order Form.
5. Copyright and Ownership
5.1 Provider or its suppliers own the intellectual property rights to any and all protectable components of the Service, including but not limited to the name of the Service, artwork and end- user interface elements contained within the Service, many of the individual features, and the related documentation. Client shall not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or dissemble or referred to or disclosed in whole or in part any aspect of the Service, which Provider or its suppliers own. Provider shall retain ownership of the copyright and all other intellectual property rights in the deliverables or drafts or reports prepared by it, whether oral or tangible, and ownership of its working papers. Client shall acquire ownership of deliverables or drafts or reports in its tangible form on full payment of charges by Client. For the purposes of delivering services to Client or other clients, the Provider shall be entitled to use, develop or share with each other expertise, know-how and skills of general application gained through performing the Services.
6. The term of this Agreement shall begin on the date hereof and shall continue for two (2) years, unless terminated in writing by either party by giving prior termination notice of 15 days to the other party.
7. USE OF SERVICES: The Services are issued to the Client for Client’s information and benefit only. Client shall not compile, or dissemble, or disclose in whole or in part any aspect of the Service without Provider’s prior written consent. The Client shall not quote Provider’s name or reproduce its logo in any form or manner without Provider’s prior written consent.. The Provider disclaims all responsibility or liability for any losses, costs, damages, liabilities, expenses incurred by anyone as a result of use, reproduction, circulation, publication, or use of Services contrary to the provisions of this clause.
8. Provider represents to the Client that Services called for by this Agreement, to its knowledge, do not violate any applicable law, rule, or regulation.
9. LIABILITY and LIMITATIONS OF LIABILITY.
9.1 In the event of an error caused by us or others within the database and tool, any reports or tabulations supplied to you, we will use our best endeavors to correct the error at our own expense, but will not be held liable for the consequences of the error beyond the provision of corrected reports and tabulations.
9.2 The parties shall not be liable to the other party for any consequential, special, indirect, incidental, economic loss or damage, punitive or exemplary damages, costs, expenses or losses (including without limitation, lost profits and opportunity costs) suffered by the other party arising from or out of connection with the Services or this Agreement.
9.3 The total liability of the Provider to the Client for any direct loss or damage including negligence suffered by the Client arising from or in connection with the Services, shall be limited to the amount of fees paid to the Provider for the Services which gave rise to the claim.
10. INDEMNITY. The Client agrees to indemnify and hold the Provider harmless from and against (i) all direct loss, damage, harm or injury suffered or incurred by the Provider and (ii) all notices, claims, demands, action, suits or proceedings given, made or initiated against the Provider on account of or arising out of (i) any transaction contemplated under the Agreement, or (ii) any default committed by the Client of any of its obligations hereunder.
This Indemnity shall not, however, be applicable to the extent that any such notices, claims, demands, action, suits or proceedings are found by a competent Court in its final judgment to have resulted primarily from the Provider’s wilful default in performing the Services.
11. ASSIGNMENT AND WAIVER: Neither of the parties shall assign the benefit (or transfer the burden) of the Agreement to another party without the written consent of the other party. Failure by any one of the parties to exercise or enforce any rights available to such party shall not amount to a waiver of any rights available to either of the parties.
12. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon personal delivery, five (5) days after being mailed by registered or certified mail, return receipt requested, or one (1) business day after being sent by nationally recognized overnight courier. Notices shall be addressed as follows:
| If to Provider: | If to Client: |
| PreScouter Inc. | |
| Attn: Doug Pollina | |
| 6 E Monroe St, Suite 703 | |
| Chicago, IL 60603, USA |
13. SEVERABILITY. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
14. INTEGRATION. This Agreement, entered into constitutes the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by each of the parties hereto.
15. NON-SOLICITATION OF EMPLOYEES. Client shall not, during the term of this Agreement and for 12 months after its termination, solicit for hire as an employee, consultant or otherwise any of the Providers persons who have had direct involvement with the Services, without Provider’s express written consent. This prohibition shall not prevent the Client at any time from running recruitment advertising campaigns nor from offering employment to any of Provider’s employees, as the case may be, who may respond to any such campaign.
16. THIRD PARTY RIGHTS. The Agreement shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Agreement which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. No Provider person shall be deemed to be a third party for the purposes of this clause
17. SURVIVAL. All clauses of this Agreement which ought to survive, shall survive any expiration or termination of this Agreement.
18. General
18.1 Provider shall perform such Services with due reasonable skill and care.
18.2 Any data, insights, intelligence or calculations supplied by the Provider as part of the Services shall not amount to any form of assurance or guarantee that Provider have determined or predicted future events or circumstances.
18.3 This Agreement shall be governed by and construed in accordance with the laws of Chicago, Illinois, United States, without regard to the conflict of laws provisions thereof and shall be subject to exclusive jurisdiction of courts in Chicago, Illinois, United States.
18.4 No modification hereof shall be binding upon Provider unless such modification is in writing signed by a duly authorized representative of Provider.
18.5 The entire understanding between the parties hereto is set forth herein and any promises, representations, warranties or guarantees not herein contained shall have no force and effect unless in writing signed by Provider and Client.
18.6 Client agrees not to resell, duplicate, reproduce or exploit any part of the Service, data and contents without the express written permission of Provider.
18.7 Client understands that the Services can be used for transmission of Client content, and that during processing, Client content, including its client names, project names, task details, and account information may be transferred unencrypted over the internet.
18.8 Client shall not use the Service to transmit any viruses, worms, or malicious content.
18.9 Provider makes no warranties regarding (i) Client’s ability to use the Service, (ii) Client satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected.
18.10 Any questions regarding the Agreement should be addressed to finance@prescouter.com.
18.11 Any questions regarding the Service should be addressed to ccus@prescouter.com.
18.12 Notwithstanding anything stated herein, the Services shall not include (i) the provision of expert testimony on behalf of Client or (ii) reports shall constitute legal opinion or legal advice.
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