This Terms of Service Agreement (the “Agreement”) is an agreement between you (the “User”) and REMHAI ( “we” or “us”). We provide Users with certain services (as defined below) to help maintain websites by providing general web design, website management and administration, website hosting services, communication tools, graphic design, mobile application design, mobile application development, graphic user interface development, graphic user interface design, and online store (ecommerce) tools and services (collectively, the “Services”) directly. By using the site and our services in any way you are agreeing to comply with these terms. We may update without notice and we encourage you to check out here at any time.
1. What We Own
All material and services available on our site, and all material and services provided by or through REMHAI.com, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners. All REMHAI.com trademarks and service marks, logos, slogans and taglines are the property of REMHAI TECH llc. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on our site without our express written permission.
2. Rights to Use What We Own
Subject to this Agreement, we hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the materials to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
3. What You Own and Provide To Us
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). REMHAI is not responsible for your Content. You are the owner of all the content that you provide given that you have the legal ownership or proper licensing in place. You hereby grant REMHAI.com a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
4. Giving Us Access to Other Accounts and Services
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.
5. Right To Publish
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential (unless explicitly agreed to as confidential in a separate non-disclosure-agreement) and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all marketing or promotional purposes, in our sole discretion. Furthermore, you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use the Content and any website, image, video, audio, document or data provided to us or created by us as we deem appropriate, for any and all marketing or promotional purposes, in our sole discretion.
6. Monitoring What You Provide Us
REMHAI may, but has no obligation to, monitor Content on the Site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect REMHAI or its customers, or operate the Services properly. REMHAI, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. REMHAI may, in its discretion, also require you to place all or any portion of the Content behind password protection. If REMHAI has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If REMHAI requests that you place any Content behind password protection and you fail to do so promptly, REMHAI may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.
7. Copyright Complaint Policy
If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to your Account Manager for copyright complaints. As REMHAI asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If any material located on or linked to by your Website violates copyright, you are required to remove or request that such material or links be removed. You warrant that all materials provided by you have been properly licensed, and that use by REMHAI in carrying out our assignment does not infringe the rights of third parties. In no event will REMHAI be liable for any copyright infringements that exist on your Website. If any part of your website is found to be in violation of a third party’s copyrights, the liability of any infringement ultimately falls on you, the company displaying the imagery. It is your obligation to verify that images, video, text and other Content used on your Website(s) do not violate a third party’s copyrights, even if that Content is supplied by REMHAI.
You agree to all of the following:
a. You hereby certify that you are at least 18 years of age and have the legal capacity to agree to these terms and conditions.
b. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
c. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
d. You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department’s list of Specially Designated Nationals.
e. You will not use the Services or Materials to impersonate another person.
f. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by REMHAI without our express written permission.
g. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
h. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any REMHAI user to access the Services.
i. You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
j. You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
k. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by REMHAI.
l. You will not attempt to or actually override any security component included in or underlying the Materials or Services.
m. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on REMHAI’s infrastructure.
n. You will not publish, Content, or links to Content, that is:
i. Pornographic, sexually explicit, or violent.
ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
iv. Breaches another’s privacy.
o. REMHAI may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If REMHAI reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
9. Selling Through a site built by and/or hosted on REMHAI
a. You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of the U.S. Items identified as “not for distribution within the United States” may not be sold using the Services.
b. You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.
c. You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
d. You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.
e. You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.
f. You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
g. Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.
10. Payment Information
You agree to supply appropriate payment for the services received from REMHAI, in advance of the time period during which such services are provided. Subject to all applicable laws, rules, and regulations, all payments will apply to the oldest invoice(s) in your billing account. You agree that until and unless you notify REMHAI of your desire to cancel any or all services received, those services will be billed on a recurring basis.
Should such a card in someone else’s name result in a “chargeback” (withdrawal, cancellation or refund) due to he or she contacting their bank, you will be responsible for repaying any such funds that have been removed. It is your responsibility to contact the cardholder and ask him or her to negate the chargeback request by contacting his or her bank. Furthermore, you agree that any chargebacks cannot exceed 30 days back from the date of request to your bank or financial service.
As a client of REMHAI, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree that until and unless you notify REMHAI of your desire to cancel, those services will be billed on a recurring basis, unless otherwise stated in writing by REMHAI. REMHAI reserves the right to bill your credit card or billing information on file with us. REMHAI provides a 5 business days of grace period from the time the invoice is generated and when it must be paid. Any invoice that is outstanding for 5 days and not paid will result in a suspension of your account, website and any other associated services including but not limited to email and hosting until account balance has been paid in full. Access to the account will not be restored until payment has been received.
a. If you purchase any Services that we offer for a Fee, you agree to allow REMHAI, or our third party service providers to store your payment card information. You expressly agree that we or third parties that you sign up for through our services or by way of referral are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.
b. First Payment: REMHAI will use the first month’s payment in addition to any other discussed costs as a fee with your approval and consent prior to initiating website management service plans or products as listed on the website. The credit card used to collect any setup fee will be the same card used to process your monthly recurring payment unless otherwise stated with a written document.
c. Credit card payment are subject to 4% charge per transaction which client is responsible for.
11. Plan Information
a. Only Services and features clearly indicated as “free” or “no charge” or “included” are free or without additional charge. All other applications, features, functionality and support provided by REMHAI and its partners are provided for the fees quoted by the company or listed on the Site and you are liable for such Fees associated with additional services or products.
b. Monthly Service Plan: The monthly service plans entail the operation, maintenance, management, and use of the Website we provide. Further, it also includes the website hosting costs and services. The monthly service plan is provided for a flat rate (“Fee”) every month until notice of cancellation is initiated. The fee will be automatically deducted from your credit card on a recurring basis on the same day each month relating to the date you initiated service or the date you’ve specifically requested. If collection of payment becomes an issue, REMHAI at its sole discretion may require that you use a different credit card or that 12 months of monthly service be purchased up front. A Late fee of $20 may also be implemented for accounts that we deem as being repeatedly or somewhat regularly in bad standing due to late payments, inability to process payment or other payment processing issues.
Your monthly service plan includes the following:
i. Use the Website that we have provided you on a domain name of your choice.
ii. Website Hosting.
iii. Maintenance equal to the hours your plan is setup for.
c. Outright Purchase: You may purchase the Website outright at anytime granting you full ownership and rights to the design, data, imagery, code, scripts, files, and function. Pricing starts at $999. When an outright purchase is made, we can transfer the Website’s files and other associated content to a hosting provider of your choice.
12. Cancellation of Services
Cancellations can be initiated by contacting REMHAI via email and explicitly requesting a cancellation of services. In order to reduce the likelihood of mistakes or fraudulent/malicious requests, you must fill out a Cancellation Request Form to complete your cancellation request. Service cancellation will be completed within 3-5 business days upon receipt of your Cancellation Request Form. Upon your request to cancel, you understand and agree that cancellation may render all files, emails, and data associated with the account as potentially unrecoverable. All purchases are final and no refunds will be available or issued with the exception of billing mistakes such as double billing or wrong plan implementation.
Failure or inability to pay the monthly free associated with your website and management service is not an indication of cancellation nor will it result in a cancellation of your subscription. Failure or inability to pay the monthly fee for any reason will result in automated emails being sent to your contact email we have on file in an effort to make you aware of your failure pay. One billing issue notification email will be sent to you daily for 5 days with a link to correct or update your billing information. Failure to correct or update your billing information within this 5 day period will result in a suspension of all your services with REMHAI including the taking down of your website. Our billing system will continue trying to process payment with the card we have on file until you update your billing information, contact us to update your billing information, or contact us to cancel your subscription to our services. For monthly plans, if you no longer would like services, you must pay out the yearly amount as discussed in your contract due prior to canceling of services. You are still responsible for payment for the duration of your yearly plan, even if you no longer would like to have the site up.
13. Insufficient Funds and Expired Credit Cards
If REMHAI is unable to bill your credit or debit card for any reason, including but not limited to insufficient funds, out-of-date credit cards, expired credit cards, and cards that have been lost, stolen, or otherwise compromised, if is your responsibility to update your billing information or add a new payment method to your account as quickly as possible. You may update your billing information by phone or via email. There is a 5 day grace period for past due accounts. Failure to correct or update your billing information within this 5 day period will result in a suspension of all your services with REMHAI including the taking down of your website. Our billing system will continue trying to process payment with the card we have on file until you update your billing information, contact us to update your billing information, or contact us to cancel your subscription to our services.
REMHAI is not responsible for any bank fees, overdraft charges, overdraft protection fees, or any other fees or penalties that may be imposed on you by your bank or financial institution as a result of attempting to charge your card.
You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. REMHAI shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only.
a. Services may be terminated by us, without cause, at any time.
b. Services may be terminated by you, with at least 30 day notice after a yearly contract is paid out or by paying out the yearly contract along with any “owed to” amount.
c. REMHAI may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
d. Notice of termination of Services by REMHAI may be sent to the contact e-mail associated with your account. Upon termination, REMHAI has the right to delete all data, files, email accounts or other information that is stored in or associated with your account as well as our Service and Materials.
16. ERRORS AND ACCESS TO SITE
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. REMHAI WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT REMHAI MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
17. Links to Third Party Websites; No Implied Endorsement
The Site may contain links to other websites owned by third parties. Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on the Site. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
18. DISCLAIMER OF WARRANTY
THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, REMHAI AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER REMHAI NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES REMHAI OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, REMHAI IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
FURTHER, REMHAI AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER REMHAI NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, ITS SERVERS, THE MATERIALS OR THE SERVICES, OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THIS AGREEMENT APPLIES SOLELY TO THE SITE. AS PART OF THE SERVICES PROVIDED TO OTHER REMHAI USERS, WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”). THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF REMHAI. REMHAI IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICES SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITE. THE HOSTING OF ANY THIRD PARTY SITE BY REMHAI DOES NOT IMPLY AN ENDORSEMENT THEREOF BY REMHAI, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY SITE.
19. LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF REMHAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE REMHAI AND HOLD REMHAI AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGHOUT THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
20. EXCLUSIVE REMEDY
IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL REMHAI, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, REMHAI has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.
You agree to indemnify, hold harmless, and defend REMHAI and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorney’s’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use of the Services, the Site or the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Delaware without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Delaware, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to REMHAI as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that REMHAI shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by REMHAI in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.
In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of REMHAI, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.
26. Terms You Must Post on Your Site
You agree to indemnify and hold harmless REMHAI and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any and all liability, loss, claim, damages, expense or cost (including but not limited to attorney’s’ fees), arising from or related to the use of, access to, interaction with or reliance upon, your Hosted Site, including the purchase, sale or other distribution of Commercial Products.
a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
b. If we fail to enforce any of this Agreement, it will not be considered a waiver.
c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.
d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
f. This Agreement does not confer any third party beneficiary rights.
g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
BY USING THIS WEBSITE AND OR OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS & CONDITIONS OF THIS AGREEMENT.