|
<br />
<br />circumstances that are beyond Visions Internet’s reasonable control, Vision Internet assumes no
<br />responsibility for any damages suffered by the Client, including, but not limited to, server down time, loss
<br />of data, loss of business, mis-deliveries, delays, non-deliveries, access speed, service interruptions of any
<br />kind, or to third-party applications and software used by Client. Except for Indemnification obligations set
<br />forth in Section 6 of this Agreement, in no event, at any time, shall the aggregate liability of Vision Internet
<br />exceed the amount of fees paid by Client to Vision Internet.
<br />
<br /> (iv) Without limiting any express provisions provided elsewhere in the Agreement,
<br />except for Indemnification obligations set forth in Section 6 of this Agreement, neither party will be liable
<br />for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data, or
<br />any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the
<br />performance or failure to perform under the Agreement, even if the party has been advised, knew or should
<br />have known of the possibility of such damages.
<br />
<br /> (v) The Client acknowledges that the information available through the Internet may
<br />not be accurate. Vision Internet has no ability or authority over the material. In addition, Vision Internet
<br />has no liability for the quality, accuracy, or validity of the data/information delivered over the Internet. Use
<br />of information gathered through the use of Vision Internet services is at the risk of the Client.
<br />
<br /> (b) Domain Name and Secure Digital Certificate
<br />
<br />If agreed to under this Agreement, Vision Internet will apply for a custom domain name of the Client’s
<br />choosing. Vision Internet cannot guarantee the availability of any particular name. Client is responsible for
<br />all fees charged by the registrar (i.e. Verisign or Dotster) including setup and renewal fees. Client shall be
<br />responsible for all licensing fees, if any, including but not limited to secure digital certificate renewal fees.
<br />Vision Internet shall not be responsible for maintaining or renewing domain names, digital certificates, or
<br />any other third party registrations.
<br />
<br />6. Indemnification
<br />
<br /> (a) Hold Harmless. Vision Internet shall, to the fullest extent allowed by law, with respect to
<br />all services performed in connection with this Agreement, defend with counsel acceptable to Client,
<br />indemnify, and hold Client, its officers, employees, agents, and volunteers (“Indemnitees”), harmless from
<br />and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Vision Internet, subcontractor, or anyone directly or indirectly employed by any of them
<br />or anyone for whose acts any of them may be liable (“Claims”). Vision Internet will bear all losses, costs,
<br />damages, expense and liability of every kind, nature and description, including attorneys’ fees, experts fees,
<br />court costs and disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or
<br />indirectly (“Liability”). Such obligations to defend, hold harmless and indemnify the Client shall not apply
<br />to the extent that such Liability is caused by the sole negligence or willful misconduct of the Client.
<br />
<br />With respect to third party claims against the Vision Internet, the Vision Internet waives any and all rights
<br />of any type of express or implied indemnity against the Indemnitees.
<br />
<br />However, notwithstanding the foregoing, in accordance with California Civil Code Section 1668, nothing
<br />in this Agreement shall be construed to exempt the Client from its own fraud, willful injury to the person
<br />or property of another, or violation of law.
<br />
<br />Furthermore, notwithstanding the forgoing, to the extent this Agreement is a construction contract” as
<br />defined by California Civil Code section 2783, as may be amended from time to time, such duties of Vision
<br />ATTY/AGR/2014.177/VISIONLIVE TM SUBSCRIPTION SERVICES AGR
<br />REV: 09-16-14 GK & PT
<br />Page 5 of 11
<br />7.1.G. - Page 34
|