A. User’s Acknowledgment and Acceptance of Terms
B. Description of the Service
You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks, or carriers, and therefore delays or disruptions of network connectivity or transmissions are beyond our control.
You understand and agree that the Service is provided “AS IS” and that we assume no responsibility for the timeliness, deletion, failure to delivery or failure to store any user communications or personalization settings.
Either party may terminate the Service by providing notice to the other party. Upon termination of the Service, any amounts owed to BC will be immediately due. You agree to pay BC any amounts outstanding for the Service. Except as a result of Your breach of these Terms and Conditions, if BC terminates the Service BC will provide you with a pro-rated refund of any amounts prepaid but unused by You. BC reserves the right to increase the amount charged to You for the Service with thirty days’ notice.
C. BC Warranties
BC represents and warrants that the Service shall perform in material accordance with the Specifications. BC further warrants to Client that, to the best of BC’s knowledge, the BC Materials do not and will not infringe, or be misappropriations of, the property rights of third parties, provided, however, that BC shall not be deemed to have breached such warranty to the extent that Client or its agent(s) have modified the Website in any manner without the approval of BC, if the Website incorporates unauthorized third-party materials, through framing or otherwise, or to the extent the inclusion of Client Content or other specifications of Client cause such infringement.
D. Client Representatives, Warranties and Responsibilities
You represent and warrant that Your use of the Service and the Website will not violate any international, federal, state, or local law or regulation relating to individual privacy. Client will not use the Service for purposes of (i) distributing any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive or otherwise objectionable information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law; (ii) any chain letters, pyramid schemes, or other similar deceptive, misleading and/or fraudulent content; (iii) any unsolicited commercial communication; (iv) any emails with deceptive, misleading or false subject lines or header information that makes it difficult to identify the initiator of the email; or (v) any information containing a virus, Trojan horse, worm, or other harmful component. You represent and warrant that Your use of the Service and the Website will fully comply with any banking, data security, privacy and other laws, and you agree to fully indemnify, defend and hold BC harmless against any claims arising from your breach of Your representations and warranties contained herein.
E. Client Content
F. BC Rights
G. Platform Monitoring and Security
BC will continuously use updated security software, technology, methods, and measures to ensure that the EQHarvest platform is free of any virus, bug, worm, hacking, tampering, unauthorized intervention, misuse, or criminal activity that would adversely affect the proper operation of the EQHarvest platform.
H. Privacy and Confidentiality
Client agrees to indemnify, defend, and hold harmless BC, its respective directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (a) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (b) arises out of the willful misconduct of Client; or (c) any of the Client Content or other material provided by Client on the Website infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.
J. Limitation of Liability
K. Third Party Sites and Information
This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied. AS SUCH, BC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Likewise, Client agrees to be bound by any additional terms provided by third parties
BC and its personnel, in performance of the Service provided to Client, are acting as independent contractors and not employees or agents of Client.
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