Acceptance by Customer (as named on the signature page) of any proposal, quotation or invoice (a “Proposal”) issued by Inbound Marketing Agents (“Inbound Marketing Agents”), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Customer and with respect to the responsibilities of Inbound Marketing Agents and Customer pursuant to the Proposal (the “Agreement”). The Agreement shall consist of the Proposal and these terms and conditions, together with any modifications made in accordance with the terms hereof. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon Inbound Marketing Agents unless made in writing and signed by Inbound Marketing Agents’ duly authorized officer. Written or verbal acceptance of any Proposal and/or the acceptance of deliverables or services by Customer shall constitute Customer's assent to these exclusive terms and conditions with respect to such Proposal. This order and contract shall be governed exclusively by, and be construed in accordance with, the laws of the State of Tennessee (except the conflicts of laws provisions thereof).
- Scope of Service. Inbound Marketing Agents shall provide only those professional services and/or products specified in the Proposal (the “Work”). Customer understands and agrees that, unless listed in the Proposal, Inbound Marketing Agents is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Customer requests and Inbound Marketing Agents agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Customer shall promptly pay Inbound Marketing Agents for such services in accordance with the terms and rates shown in the Proposal or, if no such terms or rates are shown in the Proposal, in accordance with Inbound Marketing Agents’ standard terms and rates for the services performed.
- Fees. Customer shall pay Inbound Marketing Agents for the Work based upon the price or the rates shown in the Proposal.
- Payment Terms. In the event Customer fails to make payment in full within the time period set forth in the Proposal, such failure to pay on time constitutes a material breach of contract by Customer permitting Inbound Marketing Agents to suspend its performance hereunder, and Inbound Marketing Agents shall have all other remedies permitted to Inbound Marketing Agents by law, equity and these terms. Past due invoices shall bear interest at the rate of one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is lower and, if Customer has provided Inbound Marketing Agents with a credit card authorization, Inbound Marketing Inbound Marketing Agents shall be entitled to charge the invoice amount and interest against such card. If Inbound Marketing Agents must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus attorney's fees incurred by Inbound Marketing Agents in bringing such legal action.
- Standard of Care. The Work shall be carried out by Inbound Marketing Agents in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed. NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER CONTAINED IN MATERIALS PROVIDED OR STATEMENTS MADE BY INBOUND MARKETING AGENTS OR OTHERWISE, IS MADE BY INBOUND MARKETING AGENTS WITH RESPECT TO THE QUALITY, RESULT, EFFECTIVENESS OR OUTCOME OF THE WORK, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AS TO NON-INFRINGEMENT, AND ANY SUCH ADDITIONAL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Customer’s sole remedy for a breach of the foregoing warranty is to require Inbound Marketing Agents to correct or replace, at Inbound Marketing Agents’ election, the affected service if the breach of warranty is made known to Inbound Marketing Agents in writing within 6 months from the date the affected services were provided. INBOUND MARKETING AGENTS DOES NOT PROVIDE ANY WARRANTY OR GUARANTY WITH RESPECT TO THIRD PARTY SOFTWARE OR HARDWARE (SUCH AS THE SOFTWARE PLATFORM OF ANY WEBSITE) AND, ACCORDINGLY, (a) INBOUND MARKETING AGENTS HAS NO RESPONSIBILITY TO CORRECT, OR PAY FOR THE CORRECTION OF, ERRORS OR PROBLEMS ARISING FROM OR CAUSED BY THIRD PARTY SOFTWARE OR HARDWARE, AND (b) INBOUND MARKETING AGENTS DOES NOT WARRANT THAT THE SERVICES OR OPERATION OF ANY WEB SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Customer assumes all risks related to processing of transactions related to electronic commerce.
- Limitations of Liability. In no event shall Inbound Marketing Agents or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of Inbound Marketing Agents’ employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise. In no event shall Inbound Marketing Agents be liable to Customer for negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise unless Customer provides Inbound Marketing Agents with written notice of the claim within six months of the date the service or deliverable was provided to Customer. Inbound Marketing Agents liability for any claim relating to the Work shall be limited to the amount paid to Inbound Marketing Agents by Customer pursuant to the Proposal.
- Access to Site and Information. Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for Inbound Marketing Agents to timely and fully complete the Work. Inbound Marketing Agents is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Customer or others that are not agents or Inbound Marketing Agents, and Inbound Marketing Agents has no obligation to investigate facts or conditions not disclosed to it by Customer.
- Force Majeure. Inbound Marketing Agents is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If Inbound Marketing Agents’ services are interrupted due to any such force majeure cause, Customer and Inbound Marketing Agents shall negotiate a reasonable extension of time for Inbound Marketing Agents’ performance and payment of any additional costs to be incurred by Inbound Marketing Agents as a result thereof.
- Title and Risk of Loss. Title to goods shall pass upon payment in full therefor, and risk of loss shall pass to Customer upon delivery to Customer.