IN NO EVENT WILL Conor Bradley – Digital Agency ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF Conor Bradley – Digital Agency IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Conor Bradley – Digital Agency’S LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Conor Bradley – Digital Agency FOR THE SERVICES IN THE THREE (3) MONTHS before THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
You agree to indemnify, defend and hold harmless Conor Bradley – Digital Agency, our affiliates, and their respective officers, directors, employees and agents (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any 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 (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement.
Conor Bradley – Digital Agency and User are independent contractors, and nothing in this Agreement binds Conor Bradley – Digital Agency and User to a principal-agent, partner, or joint venturer relationship. Neither party has, directly or by implication, or may portray itself as having, any power to enter into contracts or agreements in the other party’s name, or to compel or bind the other party in any way.
Governing Law; Jurisdiction
Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the State of Missouri. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Conor Bradley – Digital Agency will not be held liable for any losses incurred by your company. Conor Bradley – Digital Agency makes no explicit or implied guarantees about the Services. Conor Bradley – Digital Agency disclaims any guarantee of merchantability or fitness for a specific purpose, including any data loss caused by delays, delivery failures, incorrect deliveries, or service disruptions caused by Conor Bradley – Digital Agency or our staff.
Backups and Data Loss
Your use of the Services is at your sole risk. Conor Bradley – Digital Agency’s backup service runs once a night and overwrites any of our previous backups. Only one night of backups is kept at a time. This service is provided only to shared and reseller accounts as a courtesy and may be modified or terminated at any time at Conor Bradley – Digital Agency’s sole discretion. Accounts larger than 20GB or 100,000 inodes WILL NOT be included in nightly backups. Conor Bradley – Digital Agency is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on Conor Bradley – Digital Agency’s servers.
THE SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, Conor Bradley – Digital Agency AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND FOR THE SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR Conor Bradley – Digital Agency AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE AC Conor Bradley – Digital Agency AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARE NOT LIABLE FOR THE CONTENT OF ANY DATA TRANSFERRED TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES AND EXPRESSLY DISCLAIMS ANY LIABILITY. THE TERMS OF THIS SECTION SHALL CONTINUE TO APPLY EVEN IF THIS AGREEMENT IS TERMINATED.
Disclosure to Law Enforcement
Conor Bradley – Digital Agency may disclose User information to law enforcement agencies without further consent or notification to the User upon lawful request from such agencies. We cooperate fully with law enforcement agencies.
This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties concerning the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties concerning the matters covered hereby.
The headings herein are for convenience only and are not part of this Agreement.
Changes to the Agreement or the Services
Conor Bradley – Digital Agency has the right to change, add, or remove parts of this Agreement at any time. If we make substantial modifications to this Agreement, we will post a notice on the Conor Bradley – Digital Agency website for at least thirty (30) days after the changes are made, and the date of the most recent amendment will be indicated at the bottom of this Agreement. Unless otherwise specified, any changes to this Agreement will take effect when they are posted. By continuing to use the Services after the effective date of any such modification, you agree to any changes to this Agreement.
Conor Bradley – Digital Agency has the right, at any time, to change, modify, or discontinue any part of the Services.
If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
No failure or delay by you or Conor Bradley – Digital Agency 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 preclude any other or further exercise of any right or remedy. No express waiver of, or assent to, any breach of or default in any term or condition of this Agreement by any party hereto 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.
You may not assign or transfer this Agreement, or any of your rights or obligations under it, without Conor Bradley – Digital Agency’s prior written approval. Any attempted assignment in violation of this Agreement will be null and invalid and will have no legal force or effect. Without User’s approval, Conor Bradley – Digital Agency may assign our rights and responsibilities under this Agreement, as well as hire subcontractors or agents to fulfil our duties and exercise our rights hereunder. The parties hereto, as well as their respective successors and allowed assignee, are bound by and benefit from this Agreement.
Neither party is liable for any default or delay in performing any of its obligations under this Agreement (other than failure to make payments when due) if the default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, such as fire, flood, acts of God, labour disputes, accidents, acts of war or terrorism, or interruptions of telecommunications.
Except as specifically stated in this Agreement, nothing in this Agreement is intended to confer any rights on anyone other than the parties hereto and their respective successors and permitted assigns, and nothing herein shall be understood to do so. Regardless of the foregoing, the User acknowledges and agrees that any supplier of a third-party product or service identified as a third-party beneficiary in the service description is an intended third-party beneficiary of the provisions outlined in this Agreement as they pertain specifically to its products or services, and shall have the right to enforce directly the terms and conditions outlined in this Agreement.