Terms of Service
TERMS OF SERVICE
By using this website, you (hereinafter referred to as the “Customer”) are entering into a legally binding agreement (the “Agreement) with Nordy Photography LLC (hereinafter referred to as the “Company”, “us”, “we” or “our”) in accordance with the terms and conditions as specified herein below. The Company is a limited liability company governed under the laws of [please insert which laws will govern this Agreement).
Before using this website, please read this Agreement and all other documents referred hereto. By using this website, you accept to be subjected to this Agreement in its entirety and any changes which are made thereto. If there is any clause objectionable to you in this Agreement, please do not use this website.
ELIGIBILITY
You hereby represent and warrant by using this website that you are 18 years or above. You shall not use this website if you are not eligible for using this website. If you are using this website on behalf of an entity or an individual, you hereby represent and warrant that you have the authority of such entity or individual to represent the same on its behalf. Please do not use this website if you do not comply with the eligibility requirements. You shall be strictly subjected to the applicable penalties in the event you use the website without complying to the eligibility requirements.
PRIVACY POLICY
We completely value your privacy and ensure that the Company is fully compliant with the applicable and effective privacy rules and regulations of the country. Make sure that you review the privacy policy of the Company and are fully familiar with the same. You shall be subjected to our privacy policy which is incorporated herein by reference. You may visit our privacy policy on [insert name of the website where privacy policy can be accessed].
CHANGES TO THE WEBSITE
The Company reserves the right to make changes to the outlook and functionality of the website and the content therein. Therefore, there may also be a need to change the terms and conditions. The Company shall have the right to update the terms and conditions without any notice.
The Company shall take every possible effort to ensure that the website runs smoothly. However, the Company takes no liability for the website being unavailable on a temporary basis due to any technical issues which may, or may not be under the control of the Company.
The Company also reserves the right to block any IP addresses and/or users from using this website for any reason whatsoever.
ELECTRONIC COMMUNICATIONS
When you use our website, you may be communicating with us or our representative electronically. Therefore, you consent to receive communications from us electronically, which shall include but is not limited to texts, emails, push notifications or messages.
All such electronic communications shall be deemed to be such communications as if the same are being sent in writing to your given postal address. These electronic communications shall include but is not limited to such communications that are delivered through electronic mail, website notifications, updates, disclosures and other messages that are delivered to you in any electronic form.
ERRORS
We do not guarantee that the website is error free. The website maybe subject to errors and we do not take any responsibility for the same.
SERVICES AND OTHER SPECIFIC TERMS
All services provided under this Agreement (the “Services”) shall be provided by the Company to the Customer through this website, or through any such mode and manner as agreed by the Parties in writing.
The Services provided by the Company are described in this website. You may access any of the Services. The number of employees provided for the purposes of performance of the Services shall be the sole discretion of the Company. The Company further reserves the right to delegate the Services to any third party independent contractors, however, the Company shall be responsible for the Services performed by such third party independent contractors.
We offer you the following services under this Agreement:
1. Photography Services. Images are produced by the photographers of the Company and are processed through the image processing system of the Company.
2. Marketing Suite delivered by the Company. Under this package, the web application is provided through which the Services are provided to the users of this website.
[in this section, you can add the details of the services. Please add much details of the services you can add along with the details of the packages].
We shall be at the sole discretion to determine the number of employees which shall be responsible for performance of the Services and delivering you all the deliverables that are due under this Agreement.
If you want to familiarize yourself with the complete list of Services, deliverables and packages that are offered under this Agreement, you can visit our website [insert link] and avail the same. Such Services, deliverable and packages are deemed to be an integral part of this Agreement.
Enhancements
You may visit our website to know the complete list of enhancements. Nevertheless, the Company has the right to process as many numbers of photos in each package being offered, which shall be dependent upon the nature of the property.
Scheduling
As soon you book the services with us, our representative will contact you for scheduling through email or telephone. However, no such contact shall be made if you schedule the photography session directly through our website.
It is your sole responsibility to ensure that contact information provided by you is accurate and up to date. We shall not be responsible for any failure or delay in contacting you as a result of you providing inaccurate contact information.
However, you agree that such schedules are completely subject to the availability of the Company.
In the event the property owner and the agent are not available during the time of performance of Services, the photographer shall have the entire discretion to take the photos in any manner whatsoever.
The agent and the property owner shall be responsible for the preparation and maintenance of the location of photo shoot. The Company shall not be responsible for the same. All photoshoots are conducted by the Company on the location on an as-is and where-is basis. However, the Company shall use its best efforts to make changes to the property to ensure that the photo quality is enhanced.
The agent or the property owner shall be present at the photo shoot location. We shall not be responsible for any damage caused to you as a result of properties not being accessed. We shall further be entitled to charge cancelation fee, claim travel fees, reschedule the photo shoot or take any other action we deem fit.
Distribution of Services
As soon as the photo shoot is completed and all the photos taken by the Company are processed, we will upload the same on the website. The primary mode of sending you the photos is email. We will send you a link on the email. However, the Company shall not be responsible for emails which are not received by the Customer. In the event, you do not receive any email, you may contact the Company, pursuant to which, we will try to send the link on an alternative email provided by you.
All photos processed will be uploaded on the website. We will also send you a link on the email which will contain all the processed files.
In the event the listing is sold within such time that the photos are taken or virtually staged images are uploaded and the time in which they are also distributed to the property owner or the agent, you shall not be entitled to no refund.
Internet Display
All images and photos that are already uploaded on this website are the sole and absolute property of the Company. All photos and deliverables that are provided to you under this Agreement shall also be available for the public to view on this website. The public may also view the contact information of the agent or property owner, if the case may be such.
The Company is entitled to send the information pertaining to your property and other deliverables under this Agreement to other third parties to increase exposure. This includes, but is not limited to real estate website and all other such portals. However, if you do not want such distribution, you shall make such request with the Company while requesting the Services.
CUSTOMER SERVICE
The Company and its personnel will try its best to provide you with customer service on how to use the website and access the Services. You must ensure that while accessing such customer service, you shall not abuse, offend or otherwise behave inappropriately with our personnel in any manner whatsoever. We reserve the right to terminate your account forthwith for your failure to comply with this clause.
OBLIGATIONS OF THE CUSTOMER
The Customer shall be solely responsible for the following:
1. You shall make all necessary arrangements that are necessarily required for accessing the website and the Services that are provided by the Company under this Agreement;
2. In the event, any other person is accessing the website and/or Services on your behalf, you shall be responsible that such person is aware of this Agreement and is compliant with the same;
3. You must ensure that information provided under this Agreement is fully up to date, accurate and free of any defects. You further consent to all the lawful actions that we may take regarding the information that you provide to us. You further agree that all information that you provide to us in this regard or through any of the interactive features of this website, shall be used for the purposes of performance of the Services. You consent to the same and agree that it shall also be subjected to the applicable privacy policies which are in place at that time.
4. In the event you have an account on this website, you must ensure that login details and other related credentials are not disclosed to any other person. All such information shall be treated with utmost confidentiality and you shall be subjected to confidentiality obligations. You acknowledge that such details and credentials are personal to you and you shall not allow any other person to use the same for any reason whatsoever. In the event you suspect any unauthorized access of your account, you agree to notify us with immediate effect.
5. You shall exercise reasonable care and caution when accessing the account from any public computer so that other individuals are not able to view or use or login details and credentials.
6. In the event any reasonable requests are made by the Company, you agree to comply with the same immediately. This includes but not limited to requests wherein we ask you for some information. It shall also include any and all approvals that we may require for you for the purposes of performance of the Services.
7. You agree to comply with all applicable laws, rules and regulations that are relevant to this Agreement and the Services to be provided herein. In the event, we suspect any violation of the same, we shall be entitled to apprise the applicable and relevant law enforcement agencies. You agree to comply with such law enforcement agencies, if they wish to investigate the matter.
8. You shall fully cooperate with us and our team to enable us to provide you with the Services. This includes, but is not limited to providing us with access to your premises, systems and property. This term shall deem to mean that you shall also enable access to our employees, agents, contractors and other individuals who are providing the Services on our behalf.
9. You agree to comply with all other policies of the Company, either incorporated herein through reference, or not. These agreements include but is not limited to privacy policy, this Agreement, payment obligations which are communicated to you in any form whatsoever, any addendums which are executed by virtue of any of the agreements between us and all or any non disclosure and confidentiality agreements that may be entered between us for any reason whatsoever.
The Company shall not be responsible for any damages, claims, or injuries that occur as a result of your failure to comply with any of the obligations stated herein above. You agree to indemnify and hold harmless the Company for the same.
TERM
This Agreement shall be effective as soon as you start using this website or access any of the Services, or create any account with us. The Company shall be entitled to terminate this Agreement forthwith for your failure to comply with any of the terms and conditions stated herein.
You shall also be entitled to terminate this Agreement for any reason whatsoever by following the procedure specified on this website, or by sending a written termination notice to our registered postal address, or by sending an email for terminating this Agreement.
Irrespective of the termination of this Agreement, you shall be liable for all payment obligations and all such terms and conditions that shall survive the termination. All terms and conditions which are in connection with confidentiality obligations shall survive termination of this Agreement. However, such confidential information shall not deemed to confidential if it loses the trade secret protection under this Agreement or the applicable laws of the country.
FEES AND PAYMENTS
You hereby agree and acknowledge that the prices for each Service and package that you choose may vary. You shall pay the fee for the same at the time when you order for delivery of such Service.
Price for each Service provided herein shall depend on the Service being provided. The prices are different for commercial and residential properties. In the event, the fee for any Service is not provided on the website, you may contact the Company to take a quote for the same.
All payments due under this Agreement shall be paid by the Customer without any set off, deduction, debit, withholding and/or counterclaim. You shall bear the responsibility for all taxes that are imposed under this Agreement.
All prices that are imposed under this Agreement are subject to change without any prior notice.
In the event you make any late payment, the Company shall be entitled to charge a late fee interest at the rate of [please insert the rate], or any other rate higher which is allowed under the relevant law. Such interest shall be calculated on a daily basis and shall further be compounded on a regular basis. You shall be liable for all the expenses which are incurred by the Company in collecting all such late payments. This includes, but is not limited to reasonable attorney fees. We shall further be entitled to suspend your account and stop providing you the Services in the event you consistently default on making the payments in time.
The Company will bill you for all the Services acquired, or to be acquired under this Agreement through its billing account. In event of you have not agreed to a different pricing mode and manner, all payments are to be made by way of the said billing account.
The Customer shall be responsible for the expenses incurred for the performance of Services.
All payments due under this Agreement shall be made through such mode and manner as specified on our website. In the event you are making any payment through credit card or debit card, you agree to provide up to date and accurate financial details.
The Company will not provide the Services until and unless you provide us all the payments which are due under this Agreement.
The Company shall also be entitled to suspend the account, charge late payment fee or take any other action as it deems fit for your failure to make any outstanding payments.
In the event, the payments are made through credit card or debit card, the information in relation to the same will be retained by the Company to charge any recurring fee on the same card. The Company uses all reasonable efforts to ensure that such information is not leaked or disclosed to any other person. However, it is not possible for the Company to guarantee that any cyber security attack is prevented at all times. We disclaim liability for the same.
You hereby provide consent and authorize the payment processor to initiate all such transactions which are in connection with the payment of the Services, additional services and all expenses that are paid by the Customer to the Company.
You represent and warrant that all financial information, including the information in connection with the card details are correct. In the event the payment processor declines the method of payment that you have provided for the payment, you shall provide an alternative method of payment.
ADDITIONAL PAYMENTS
The Company shall be entitled to charge you any additional fees that may incur as a result of performance of the Services. This includes, but is not limited to, rescheduling, cancellations, reshoots and travel times.
You may be entitled to a full refund if you make cancellation 24 hours prior to the day on which Services are to be performed. In the event, the cancellation is made any later than the said time, we shall be entitled to charge 50% cancellation fee of the total order.
If there is less than 12 hours notice to cancel or reschedule a shoot no refund will be made whatsoever.
If the photo shoot location is out of our geographical service area, we shall charge you travel fee expenses. This total will be confirmed before the time of your appointment.
USE AND ACCESS TO WEBSITE
The use of any information, material or content on this website shall be entirely at the Customer’s own risk. The Company shall not be liable for the same.
It shall be a civil and criminal offence to use this website in an unauthorized manner. It shall entitle the Company to claim for damages which occur as a result of using this website in such way.
The Customer not restrict any other visitor from using this website in any manner whatsoever.
The Customer shall not transmit any software or materials which may cause any harm whatsoever to this website. These materials may include Trojan horses, viruses and other related cyber defects.
The Customer shall not engage in any activity which is intended to gather information from this website in an unlawful manner. This includes flooding, spamming and phishing.
This website consists of materials, information and content which are entirely owned by the Company. This includes the design, appearance, layout and the graphics. The Company shall have complete proprietary rights to these materials. Accordingly, it is prohibited to reproduce such materials which shall be a gross violation of the applicable copyright laws of the state. This include, but is not limited to, modifying, reproducing and or creating derivatives of such materials, distributing the materials to any other third party for any reason whatsoever.
The Company does not grant any express or implied right to the Customer under any trademarks, copyrights or any other intellectual property connected with this website. Using the same without the Company’s permission shall be violation of applicable laws and entitle the Company to damages.
The Customer shall not transfer, encumber upon, sell, distribute, republish or public display any of the Services and deliverables provided to the Customer by the Company. The same shall be considered as a gross violation of the intellectual property rights of the Company.
The Company may, if required, request the Customer’ permission to use its data for professional purposes. However, the Company shall be fully committed in ensuring that the information provided to it is fully secure. It has the necessary checks and balances in place to prevent and unauthorized disclosure of such information.
You shall not use this website (i) in any manner which is in violation of the applicable rules, regulations and laws; (ii) for harming or exploiting minors or expose them to content which is inappropriate; (iii) to do anything which is false, fraudulent and deceptive in any manner whatsoever; and (iv) to engage in conduct which restricts the use of this website in any manner whatsoever.
You shall not additionally use the website (i) in such manner which impairs the website or other party’s use of this website in any manner whatsoever; (ii) use any automatic device, application or software which is for the purposes of copying any information listed on the website, including but not limited to the Services and the deliverables; (iii) use any process on the website in an unauthorized manner, which includes but is not limited to disassembling of the software and application; (iv) attempt to breach the authentication and security measures of the website, or its any database or server.
You shall not interfere with the working of this website.
LINKS
This website may contain links to other websites and sources which are related to third parties. Such links may be provided through sponsored links or other advertisements which may be posted through the website. You agree that all these links are for convenience purposes only. The Company has no control over the content that is posted on such links. The Company shall not be liable for any losses or damages which may incur as a result of the Customer using such links. You agree to use such links at your sole risk and responsibility.
SOCIAL MEDIA
The website may provide the Customer with social media features which may allow you to:
1. Link from other third party website to content on this website;
2. Send communications, by way of email or otherwise, along with certain content, or subsequently link to various content;
3. Cause portions of the website to be displayed on your website or the website of the Provider.
All such social media features shall be used entirely in accordance with the terms of this Agreement.
You must not:
1. Establish any such link from the website which is not owned by or the Provider;
2. Link part of this website other than the homepage of this website;
3. Take any action which is inconsistent, in whole or in part, with the terms of this Agreement.
In the event of any unauthorized linking, you agree to enable us and provide us assistance to cease the same. We shall have the right to withdraw the linking without any prior permission or notice.
We reserve the right to disable such social media features at any time without any prior notice to the Customer.
INDEMNITY
The Customer hereby agrees to defend, indemnify and hold harmless the Company, its agents, employees, officers, directors, partners, subsidiaries and affiliates from all damages, expenses and claims arising out of or which are in connection with the utilization of the services and are as a result of the Customer’ negligence or breach of this Agreement. Such damage and claim shall also include reasonable attorney fees.
LIMITATION OF LIABILITY
The Company agrees to provide the Customer with the Services with reasonable level of care and caution. In the event the Company fails to do the same, your only remedy shall be to request for re-performance of the Services. However, such request shall be made within 15 days of your notice that we have not complied with such liability. You agree to send to the Company such notice as soon as possible. In no event our aggregate liability shall exceed the total of amounts which have been paid to us under this Agreement.
The Company shall not be liable for any loss, damage or injury caused to the Customer for any reason whatsoever as a result of availing the services under this Agreement. This includes but is not limited to damages caused by viruses or other technologically harmful material infused in your system, or due to the use of this website.
All materials, information and content are made available to the Customer on an as is and available basis. The Company disclaims all express and implied warranties, including but not limited to, implied warranties of fitness for a particular purpose. The Company does not warrant that the information, content, materials and services made available to the Customer are free from all viruses or other harmful components. The Company shall not be liable for any damages of any kind which arises from the use of this website.
The Company shall not be liable for any technical malfunctions that you may experience as a result of using this website or accessing the Services. We further do not guarantee or promise results from the use of the Services or this website.
In no event whatsoever, the Company, its subsidiaries, affiliates, partners, subcontractors, licensors, employees, directors and/or agents be liable to the Customer or any third party for direct, indirect, exemplary, special, consequential, punitive, incidental or any other kind of damages, claims, injuries or losses which arise directly or indirectly from the use of this website or any other products or services which are distributed through this website, irrespective of whether such damage is due to the result of errors, defects, viruses, interruptions or delays in the website.
CONFIDENTIALITY
For the purposes of the confidential clause (i) “Receiving Party" shall mean either of the Parties hereto, which may be receiving Confidential Information from the other; (ii) “Disclosing Party” shall mean either of the Parties hereto, which may be disclosing Confidential Information to the other; and (iii) Confidential Information shall mean any information that either Party may disclose in confidence provided that the Disclosing Party identifies such information as proprietary, confidential and/or other similar designation, either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Receiving Party of confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate, or any such information which under the circumstance surrounding disclosure ought to be treated as confidential
Confidential Information may be in any form including but not limited to the written or printed information or information in electronic form, research, developmental, engineering, marketing, sales, operating, performance, cost, business and process information, discoveries, ideas, designs, data, plans, designs, photographs, drawings, processes, patents, specifications, product sample, formulae, compositions, technological information, know-how, development or manufacturing techniques, reports, studies, consultants reports, trade secrets, and other finance and trade / commercial information, computer models and programs, contracts, plant designs and configurations, plant performance data or other information, material or documentation of any kind or nature in whatever form in context with this Agreement.
Both the Parties agree that they shall hold the Confidential Information in confidence in accordance with the provisions hereof and take all actions necessary to maintain confidentiality of the Confidential Information and to secure the Confidential Information against theft, loss and/or unauthorized disclosure, and keep under safe custody all those documents and materials, irrespective of their form, which contain or refer to any Confidential Information during the existence of the Agreement.
However, the Receiving Party shall not be responsible for leakage of Confidential Information due to theft, loss and/unauthorized disclosure provided the Receiving Party has established, maintained, implemented and complied with reasonable, procedures and safeguards to protect Confidential Information from potential theft, loss and/or unauthorized disclosure, or any malafide act by any of its employees provided the same was not reasonably foreseeable by the Receiving Party.
Receiving Party undertakes to use the Confidential Information only for the purpose of performance of Services under this Agreement, and not to make any use of the Confidential Information which is not provided in this Agreement without the express prior written consent of the Disclosing Party;
It is understood between the Parties that the Confidential Information does not include information that Receiving Party can reasonably prove that such information is: (i) either legally in possession of Receiving Party or publicly available to Receiving Party prior to disclosure of such information hereunder; (ii) publicly available to Receiving Party without any violation of the Agreement by Receiving Party subsequent to its disclosure hereunder; (iii) legally available to Receiving Party on a non-confidential basis from any third party, the disclosure of which to Receiving Party does not violate any contractual or legal obligation of such third party to Disclosing Party with respect to such information; (iv) independently acquired or developed by Receiving Party; or (v) explicitly approved for release by written authorization of Disclosing Party.
INTELLECTUAL PROPERTY
All the content and information which is made available through the website, such as graphics, texts, button icons, logos, images, audio clips, data compilations, digital downloads and the software is the sole property of the Company. The same is also copyrighted and trademarked under the relevant applicable laws. The Customer agrees that all intellectual property rights and proprietary rights vests solely in the Company, and the Customer shall not claim any right, title or interest in such intellectual property for any reason whatsoever.
The logo, name, slogans and design of the Company is the trademark of the Company. You shall not use the same for any reason whatsoever without the prior written consent of the Company. All other trademarks that you come across on the website are the trademarks of the owners and you shall not infringe upon the same for any reason whatsoever.
All materials, including but not limited to, images, texts, audios and videos provided to you under this Agreement as a result of performance of Services are exclusively owned by the Company. All intellectual property rights in such materials is owned by the Company.
If you have completely paid for such materials, the Company hereby grants you a limited, revocable, non-transferrable, non-exclusive and non-sublicensable license to display and use such materials only for the purposes of marketing the property which is related to such materials.
All images, photos, audio, videos all such other materials which are provided by the Company to the Customer as part of the Services or on this website for the purposes of providing the Services, are owned by the Company exclusively. All intellectual property rights in the same are owned by the Company. In the event you have paid complete amounts for the Services and continue to comply with this Agreement at all times, you shall be given a revocable, limited, non exclusive, non transferrable and non sublicensable license to use and display such materials which are necessary for the purposes of allowing you to promote the real property which is directly relate to the said Services and deliverables.
It is hereby agreed between the Parties that the Customer may use Multiple Listing Service provider (the “Provider”). Such Provider may be used for displaying the Services and the deliverables on the Customer’s behalf for such purposes as are defined and described between the said Parties. It is agreed that such use shall not be construed as a transfer of title and ownership or providing a license to the Provider for such Services and deliverables.
In the event any electronic applications are provided to the Customer by the Company, you shall only be entitled to download a copy of the same on your device and ensure that the same is used only for the purposes of this Agreement. You shall also comply with the end-user license agreement of such application.
All such Services and deliverables that fall under the category of Subdivision Packages or Stock Image Packages shall be used by you and/or your Provider only for the purposes of promoting real property listing due to which the Services were acquired.
FORCE MAJEURE
If a Party becomes unable to Perform its respective part of obligation under this Agreement due to any act of God, riot, strike, lock-out, trade dispute, accident, blockade, explosion, government restraint, government disapproval, non granting or revocation of permits or licenses or allocations, or any other cause, whether of the kind described herein above or otherwise, whose occurrence or continuance are beyond reasonable control of such Party and cannot be prevented, avoided or removed despite the exercise of reasonable diligence, such affected Party shall immediately notify the other Party of its inability to perform. If such inability continues for 30 days, provided the affected Party has taken all possible and reasonable measures to restore its part of performance, nothing shall restrain the Parties to terminate this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed and construed in accordance with the laws of [please insert which laws will govern this Agreement].
In the event of any dispute between the Company and Customer, the Parties shall settle the same amicably by way of negotiations, failing which, the courts of [please insert jurisdiction] shall have exclusive jurisdiction to resolve dispute arising under this Agreement.
If the dispute proceeds towards litigation, the prevailing party in such litigation shall be entitled to reasonable expenses that are incurred as a result of such litigation. This includes, but is not limited to attorney fees.
Any claim that may arise out of this Agreement must be commenced within 1 year of the cause of action being accrued, otherwise, the same may be barred permanently.
The liability of the Company shall in no way exceed more than the amounts paid to the Company by the Customer in the preceding 12 months of the claim being commenced.
ADDITIONAL TERMS
This Agreement shall constitute the entire agreement and understanding amongst the Parties hereto and supersedes all prior correspondence in this regard.
Nothing contained herein shall be deemed or constructed by either Party hereto or any third party to create any rights, obligations or interests in any third party, or to create any association, partnership, joint venture, the relationship of a principal and agent, the relationship of an employer and employee, or any fiduciary relationship of any kind between the Parties hereto. It is hereby agreed that all obligations provided under this Agreement by the Company are as an independent contractor of the Customer.
The Parties agree that except provided to the contrary in this Agreement, there shall be no third party beneficiaries.
A waiver of any provision of this Agreement or of any breach thereof by either Party hereto shall not be deemed a waiver of any repetition of such breach or a waiver of compliance with a term or condition or in any way affect any other terms or conditions hereof, unless signed by the Party giving such waiver.
The failure of either Party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of such provisions nor of the right of the given Party thereafter to enforce each and every such provision.
This Agreement and all of its provisions are binding on and inure to the benefit of the Company and the Business and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either Party without the prior written consent of the other.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via electronic means of communication, (b) the next business day after the date of transmission, if such notice or communication is delivered after working hours of the business day. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
In case any provision in these Agreement are rendered invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
By using this website, you (hereinafter referred to as the “Customer”) are entering into a legally binding agreement (the “Agreement) with Nordy Photography LLC (hereinafter referred to as the “Company”, “us”, “we” or “our”) in accordance with the terms and conditions as specified herein below. The Company is a limited liability company governed under the laws of [please insert which laws will govern this Agreement).
Before using this website, please read this Agreement and all other documents referred hereto. By using this website, you accept to be subjected to this Agreement in its entirety and any changes which are made thereto. If there is any clause objectionable to you in this Agreement, please do not use this website.
ELIGIBILITY
You hereby represent and warrant by using this website that you are 18 years or above. You shall not use this website if you are not eligible for using this website. If you are using this website on behalf of an entity or an individual, you hereby represent and warrant that you have the authority of such entity or individual to represent the same on its behalf. Please do not use this website if you do not comply with the eligibility requirements. You shall be strictly subjected to the applicable penalties in the event you use the website without complying to the eligibility requirements.
PRIVACY POLICY
We completely value your privacy and ensure that the Company is fully compliant with the applicable and effective privacy rules and regulations of the country. Make sure that you review the privacy policy of the Company and are fully familiar with the same. You shall be subjected to our privacy policy which is incorporated herein by reference. You may visit our privacy policy on [insert name of the website where privacy policy can be accessed].
CHANGES TO THE WEBSITE
The Company reserves the right to make changes to the outlook and functionality of the website and the content therein. Therefore, there may also be a need to change the terms and conditions. The Company shall have the right to update the terms and conditions without any notice.
The Company shall take every possible effort to ensure that the website runs smoothly. However, the Company takes no liability for the website being unavailable on a temporary basis due to any technical issues which may, or may not be under the control of the Company.
The Company also reserves the right to block any IP addresses and/or users from using this website for any reason whatsoever.
ELECTRONIC COMMUNICATIONS
When you use our website, you may be communicating with us or our representative electronically. Therefore, you consent to receive communications from us electronically, which shall include but is not limited to texts, emails, push notifications or messages.
All such electronic communications shall be deemed to be such communications as if the same are being sent in writing to your given postal address. These electronic communications shall include but is not limited to such communications that are delivered through electronic mail, website notifications, updates, disclosures and other messages that are delivered to you in any electronic form.
ERRORS
We do not guarantee that the website is error free. The website maybe subject to errors and we do not take any responsibility for the same.
SERVICES AND OTHER SPECIFIC TERMS
All services provided under this Agreement (the “Services”) shall be provided by the Company to the Customer through this website, or through any such mode and manner as agreed by the Parties in writing.
The Services provided by the Company are described in this website. You may access any of the Services. The number of employees provided for the purposes of performance of the Services shall be the sole discretion of the Company. The Company further reserves the right to delegate the Services to any third party independent contractors, however, the Company shall be responsible for the Services performed by such third party independent contractors.
We offer you the following services under this Agreement:
1. Photography Services. Images are produced by the photographers of the Company and are processed through the image processing system of the Company.
2. Marketing Suite delivered by the Company. Under this package, the web application is provided through which the Services are provided to the users of this website.
[in this section, you can add the details of the services. Please add much details of the services you can add along with the details of the packages].
We shall be at the sole discretion to determine the number of employees which shall be responsible for performance of the Services and delivering you all the deliverables that are due under this Agreement.
If you want to familiarize yourself with the complete list of Services, deliverables and packages that are offered under this Agreement, you can visit our website [insert link] and avail the same. Such Services, deliverable and packages are deemed to be an integral part of this Agreement.
Enhancements
You may visit our website to know the complete list of enhancements. Nevertheless, the Company has the right to process as many numbers of photos in each package being offered, which shall be dependent upon the nature of the property.
Scheduling
As soon you book the services with us, our representative will contact you for scheduling through email or telephone. However, no such contact shall be made if you schedule the photography session directly through our website.
It is your sole responsibility to ensure that contact information provided by you is accurate and up to date. We shall not be responsible for any failure or delay in contacting you as a result of you providing inaccurate contact information.
However, you agree that such schedules are completely subject to the availability of the Company.
In the event the property owner and the agent are not available during the time of performance of Services, the photographer shall have the entire discretion to take the photos in any manner whatsoever.
The agent and the property owner shall be responsible for the preparation and maintenance of the location of photo shoot. The Company shall not be responsible for the same. All photoshoots are conducted by the Company on the location on an as-is and where-is basis. However, the Company shall use its best efforts to make changes to the property to ensure that the photo quality is enhanced.
The agent or the property owner shall be present at the photo shoot location. We shall not be responsible for any damage caused to you as a result of properties not being accessed. We shall further be entitled to charge cancelation fee, claim travel fees, reschedule the photo shoot or take any other action we deem fit.
Distribution of Services
As soon as the photo shoot is completed and all the photos taken by the Company are processed, we will upload the same on the website. The primary mode of sending you the photos is email. We will send you a link on the email. However, the Company shall not be responsible for emails which are not received by the Customer. In the event, you do not receive any email, you may contact the Company, pursuant to which, we will try to send the link on an alternative email provided by you.
All photos processed will be uploaded on the website. We will also send you a link on the email which will contain all the processed files.
In the event the listing is sold within such time that the photos are taken or virtually staged images are uploaded and the time in which they are also distributed to the property owner or the agent, you shall not be entitled to no refund.
Internet Display
All images and photos that are already uploaded on this website are the sole and absolute property of the Company. All photos and deliverables that are provided to you under this Agreement shall also be available for the public to view on this website. The public may also view the contact information of the agent or property owner, if the case may be such.
The Company is entitled to send the information pertaining to your property and other deliverables under this Agreement to other third parties to increase exposure. This includes, but is not limited to real estate website and all other such portals. However, if you do not want such distribution, you shall make such request with the Company while requesting the Services.
CUSTOMER SERVICE
The Company and its personnel will try its best to provide you with customer service on how to use the website and access the Services. You must ensure that while accessing such customer service, you shall not abuse, offend or otherwise behave inappropriately with our personnel in any manner whatsoever. We reserve the right to terminate your account forthwith for your failure to comply with this clause.
OBLIGATIONS OF THE CUSTOMER
The Customer shall be solely responsible for the following:
1. You shall make all necessary arrangements that are necessarily required for accessing the website and the Services that are provided by the Company under this Agreement;
2. In the event, any other person is accessing the website and/or Services on your behalf, you shall be responsible that such person is aware of this Agreement and is compliant with the same;
3. You must ensure that information provided under this Agreement is fully up to date, accurate and free of any defects. You further consent to all the lawful actions that we may take regarding the information that you provide to us. You further agree that all information that you provide to us in this regard or through any of the interactive features of this website, shall be used for the purposes of performance of the Services. You consent to the same and agree that it shall also be subjected to the applicable privacy policies which are in place at that time.
4. In the event you have an account on this website, you must ensure that login details and other related credentials are not disclosed to any other person. All such information shall be treated with utmost confidentiality and you shall be subjected to confidentiality obligations. You acknowledge that such details and credentials are personal to you and you shall not allow any other person to use the same for any reason whatsoever. In the event you suspect any unauthorized access of your account, you agree to notify us with immediate effect.
5. You shall exercise reasonable care and caution when accessing the account from any public computer so that other individuals are not able to view or use or login details and credentials.
6. In the event any reasonable requests are made by the Company, you agree to comply with the same immediately. This includes but not limited to requests wherein we ask you for some information. It shall also include any and all approvals that we may require for you for the purposes of performance of the Services.
7. You agree to comply with all applicable laws, rules and regulations that are relevant to this Agreement and the Services to be provided herein. In the event, we suspect any violation of the same, we shall be entitled to apprise the applicable and relevant law enforcement agencies. You agree to comply with such law enforcement agencies, if they wish to investigate the matter.
8. You shall fully cooperate with us and our team to enable us to provide you with the Services. This includes, but is not limited to providing us with access to your premises, systems and property. This term shall deem to mean that you shall also enable access to our employees, agents, contractors and other individuals who are providing the Services on our behalf.
9. You agree to comply with all other policies of the Company, either incorporated herein through reference, or not. These agreements include but is not limited to privacy policy, this Agreement, payment obligations which are communicated to you in any form whatsoever, any addendums which are executed by virtue of any of the agreements between us and all or any non disclosure and confidentiality agreements that may be entered between us for any reason whatsoever.
The Company shall not be responsible for any damages, claims, or injuries that occur as a result of your failure to comply with any of the obligations stated herein above. You agree to indemnify and hold harmless the Company for the same.
TERM
This Agreement shall be effective as soon as you start using this website or access any of the Services, or create any account with us. The Company shall be entitled to terminate this Agreement forthwith for your failure to comply with any of the terms and conditions stated herein.
You shall also be entitled to terminate this Agreement for any reason whatsoever by following the procedure specified on this website, or by sending a written termination notice to our registered postal address, or by sending an email for terminating this Agreement.
Irrespective of the termination of this Agreement, you shall be liable for all payment obligations and all such terms and conditions that shall survive the termination. All terms and conditions which are in connection with confidentiality obligations shall survive termination of this Agreement. However, such confidential information shall not deemed to confidential if it loses the trade secret protection under this Agreement or the applicable laws of the country.
FEES AND PAYMENTS
You hereby agree and acknowledge that the prices for each Service and package that you choose may vary. You shall pay the fee for the same at the time when you order for delivery of such Service.
Price for each Service provided herein shall depend on the Service being provided. The prices are different for commercial and residential properties. In the event, the fee for any Service is not provided on the website, you may contact the Company to take a quote for the same.
All payments due under this Agreement shall be paid by the Customer without any set off, deduction, debit, withholding and/or counterclaim. You shall bear the responsibility for all taxes that are imposed under this Agreement.
All prices that are imposed under this Agreement are subject to change without any prior notice.
In the event you make any late payment, the Company shall be entitled to charge a late fee interest at the rate of [please insert the rate], or any other rate higher which is allowed under the relevant law. Such interest shall be calculated on a daily basis and shall further be compounded on a regular basis. You shall be liable for all the expenses which are incurred by the Company in collecting all such late payments. This includes, but is not limited to reasonable attorney fees. We shall further be entitled to suspend your account and stop providing you the Services in the event you consistently default on making the payments in time.
The Company will bill you for all the Services acquired, or to be acquired under this Agreement through its billing account. In event of you have not agreed to a different pricing mode and manner, all payments are to be made by way of the said billing account.
The Customer shall be responsible for the expenses incurred for the performance of Services.
All payments due under this Agreement shall be made through such mode and manner as specified on our website. In the event you are making any payment through credit card or debit card, you agree to provide up to date and accurate financial details.
The Company will not provide the Services until and unless you provide us all the payments which are due under this Agreement.
The Company shall also be entitled to suspend the account, charge late payment fee or take any other action as it deems fit for your failure to make any outstanding payments.
In the event, the payments are made through credit card or debit card, the information in relation to the same will be retained by the Company to charge any recurring fee on the same card. The Company uses all reasonable efforts to ensure that such information is not leaked or disclosed to any other person. However, it is not possible for the Company to guarantee that any cyber security attack is prevented at all times. We disclaim liability for the same.
You hereby provide consent and authorize the payment processor to initiate all such transactions which are in connection with the payment of the Services, additional services and all expenses that are paid by the Customer to the Company.
You represent and warrant that all financial information, including the information in connection with the card details are correct. In the event the payment processor declines the method of payment that you have provided for the payment, you shall provide an alternative method of payment.
ADDITIONAL PAYMENTS
The Company shall be entitled to charge you any additional fees that may incur as a result of performance of the Services. This includes, but is not limited to, rescheduling, cancellations, reshoots and travel times.
You may be entitled to a full refund if you make cancellation 24 hours prior to the day on which Services are to be performed. In the event, the cancellation is made any later than the said time, we shall be entitled to charge 50% cancellation fee of the total order.
If there is less than 12 hours notice to cancel or reschedule a shoot no refund will be made whatsoever.
If the photo shoot location is out of our geographical service area, we shall charge you travel fee expenses. This total will be confirmed before the time of your appointment.
USE AND ACCESS TO WEBSITE
The use of any information, material or content on this website shall be entirely at the Customer’s own risk. The Company shall not be liable for the same.
It shall be a civil and criminal offence to use this website in an unauthorized manner. It shall entitle the Company to claim for damages which occur as a result of using this website in such way.
The Customer not restrict any other visitor from using this website in any manner whatsoever.
The Customer shall not transmit any software or materials which may cause any harm whatsoever to this website. These materials may include Trojan horses, viruses and other related cyber defects.
The Customer shall not engage in any activity which is intended to gather information from this website in an unlawful manner. This includes flooding, spamming and phishing.
This website consists of materials, information and content which are entirely owned by the Company. This includes the design, appearance, layout and the graphics. The Company shall have complete proprietary rights to these materials. Accordingly, it is prohibited to reproduce such materials which shall be a gross violation of the applicable copyright laws of the state. This include, but is not limited to, modifying, reproducing and or creating derivatives of such materials, distributing the materials to any other third party for any reason whatsoever.
The Company does not grant any express or implied right to the Customer under any trademarks, copyrights or any other intellectual property connected with this website. Using the same without the Company’s permission shall be violation of applicable laws and entitle the Company to damages.
The Customer shall not transfer, encumber upon, sell, distribute, republish or public display any of the Services and deliverables provided to the Customer by the Company. The same shall be considered as a gross violation of the intellectual property rights of the Company.
The Company may, if required, request the Customer’ permission to use its data for professional purposes. However, the Company shall be fully committed in ensuring that the information provided to it is fully secure. It has the necessary checks and balances in place to prevent and unauthorized disclosure of such information.
You shall not use this website (i) in any manner which is in violation of the applicable rules, regulations and laws; (ii) for harming or exploiting minors or expose them to content which is inappropriate; (iii) to do anything which is false, fraudulent and deceptive in any manner whatsoever; and (iv) to engage in conduct which restricts the use of this website in any manner whatsoever.
You shall not additionally use the website (i) in such manner which impairs the website or other party’s use of this website in any manner whatsoever; (ii) use any automatic device, application or software which is for the purposes of copying any information listed on the website, including but not limited to the Services and the deliverables; (iii) use any process on the website in an unauthorized manner, which includes but is not limited to disassembling of the software and application; (iv) attempt to breach the authentication and security measures of the website, or its any database or server.
You shall not interfere with the working of this website.
LINKS
This website may contain links to other websites and sources which are related to third parties. Such links may be provided through sponsored links or other advertisements which may be posted through the website. You agree that all these links are for convenience purposes only. The Company has no control over the content that is posted on such links. The Company shall not be liable for any losses or damages which may incur as a result of the Customer using such links. You agree to use such links at your sole risk and responsibility.
SOCIAL MEDIA
The website may provide the Customer with social media features which may allow you to:
1. Link from other third party website to content on this website;
2. Send communications, by way of email or otherwise, along with certain content, or subsequently link to various content;
3. Cause portions of the website to be displayed on your website or the website of the Provider.
All such social media features shall be used entirely in accordance with the terms of this Agreement.
You must not:
1. Establish any such link from the website which is not owned by or the Provider;
2. Link part of this website other than the homepage of this website;
3. Take any action which is inconsistent, in whole or in part, with the terms of this Agreement.
In the event of any unauthorized linking, you agree to enable us and provide us assistance to cease the same. We shall have the right to withdraw the linking without any prior permission or notice.
We reserve the right to disable such social media features at any time without any prior notice to the Customer.
INDEMNITY
The Customer hereby agrees to defend, indemnify and hold harmless the Company, its agents, employees, officers, directors, partners, subsidiaries and affiliates from all damages, expenses and claims arising out of or which are in connection with the utilization of the services and are as a result of the Customer’ negligence or breach of this Agreement. Such damage and claim shall also include reasonable attorney fees.
LIMITATION OF LIABILITY
The Company agrees to provide the Customer with the Services with reasonable level of care and caution. In the event the Company fails to do the same, your only remedy shall be to request for re-performance of the Services. However, such request shall be made within 15 days of your notice that we have not complied with such liability. You agree to send to the Company such notice as soon as possible. In no event our aggregate liability shall exceed the total of amounts which have been paid to us under this Agreement.
The Company shall not be liable for any loss, damage or injury caused to the Customer for any reason whatsoever as a result of availing the services under this Agreement. This includes but is not limited to damages caused by viruses or other technologically harmful material infused in your system, or due to the use of this website.
All materials, information and content are made available to the Customer on an as is and available basis. The Company disclaims all express and implied warranties, including but not limited to, implied warranties of fitness for a particular purpose. The Company does not warrant that the information, content, materials and services made available to the Customer are free from all viruses or other harmful components. The Company shall not be liable for any damages of any kind which arises from the use of this website.
The Company shall not be liable for any technical malfunctions that you may experience as a result of using this website or accessing the Services. We further do not guarantee or promise results from the use of the Services or this website.
In no event whatsoever, the Company, its subsidiaries, affiliates, partners, subcontractors, licensors, employees, directors and/or agents be liable to the Customer or any third party for direct, indirect, exemplary, special, consequential, punitive, incidental or any other kind of damages, claims, injuries or losses which arise directly or indirectly from the use of this website or any other products or services which are distributed through this website, irrespective of whether such damage is due to the result of errors, defects, viruses, interruptions or delays in the website.
CONFIDENTIALITY
For the purposes of the confidential clause (i) “Receiving Party" shall mean either of the Parties hereto, which may be receiving Confidential Information from the other; (ii) “Disclosing Party” shall mean either of the Parties hereto, which may be disclosing Confidential Information to the other; and (iii) Confidential Information shall mean any information that either Party may disclose in confidence provided that the Disclosing Party identifies such information as proprietary, confidential and/or other similar designation, either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Receiving Party of confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate, or any such information which under the circumstance surrounding disclosure ought to be treated as confidential
Confidential Information may be in any form including but not limited to the written or printed information or information in electronic form, research, developmental, engineering, marketing, sales, operating, performance, cost, business and process information, discoveries, ideas, designs, data, plans, designs, photographs, drawings, processes, patents, specifications, product sample, formulae, compositions, technological information, know-how, development or manufacturing techniques, reports, studies, consultants reports, trade secrets, and other finance and trade / commercial information, computer models and programs, contracts, plant designs and configurations, plant performance data or other information, material or documentation of any kind or nature in whatever form in context with this Agreement.
Both the Parties agree that they shall hold the Confidential Information in confidence in accordance with the provisions hereof and take all actions necessary to maintain confidentiality of the Confidential Information and to secure the Confidential Information against theft, loss and/or unauthorized disclosure, and keep under safe custody all those documents and materials, irrespective of their form, which contain or refer to any Confidential Information during the existence of the Agreement.
However, the Receiving Party shall not be responsible for leakage of Confidential Information due to theft, loss and/unauthorized disclosure provided the Receiving Party has established, maintained, implemented and complied with reasonable, procedures and safeguards to protect Confidential Information from potential theft, loss and/or unauthorized disclosure, or any malafide act by any of its employees provided the same was not reasonably foreseeable by the Receiving Party.
Receiving Party undertakes to use the Confidential Information only for the purpose of performance of Services under this Agreement, and not to make any use of the Confidential Information which is not provided in this Agreement without the express prior written consent of the Disclosing Party;
It is understood between the Parties that the Confidential Information does not include information that Receiving Party can reasonably prove that such information is: (i) either legally in possession of Receiving Party or publicly available to Receiving Party prior to disclosure of such information hereunder; (ii) publicly available to Receiving Party without any violation of the Agreement by Receiving Party subsequent to its disclosure hereunder; (iii) legally available to Receiving Party on a non-confidential basis from any third party, the disclosure of which to Receiving Party does not violate any contractual or legal obligation of such third party to Disclosing Party with respect to such information; (iv) independently acquired or developed by Receiving Party; or (v) explicitly approved for release by written authorization of Disclosing Party.
INTELLECTUAL PROPERTY
All the content and information which is made available through the website, such as graphics, texts, button icons, logos, images, audio clips, data compilations, digital downloads and the software is the sole property of the Company. The same is also copyrighted and trademarked under the relevant applicable laws. The Customer agrees that all intellectual property rights and proprietary rights vests solely in the Company, and the Customer shall not claim any right, title or interest in such intellectual property for any reason whatsoever.
The logo, name, slogans and design of the Company is the trademark of the Company. You shall not use the same for any reason whatsoever without the prior written consent of the Company. All other trademarks that you come across on the website are the trademarks of the owners and you shall not infringe upon the same for any reason whatsoever.
All materials, including but not limited to, images, texts, audios and videos provided to you under this Agreement as a result of performance of Services are exclusively owned by the Company. All intellectual property rights in such materials is owned by the Company.
If you have completely paid for such materials, the Company hereby grants you a limited, revocable, non-transferrable, non-exclusive and non-sublicensable license to display and use such materials only for the purposes of marketing the property which is related to such materials.
All images, photos, audio, videos all such other materials which are provided by the Company to the Customer as part of the Services or on this website for the purposes of providing the Services, are owned by the Company exclusively. All intellectual property rights in the same are owned by the Company. In the event you have paid complete amounts for the Services and continue to comply with this Agreement at all times, you shall be given a revocable, limited, non exclusive, non transferrable and non sublicensable license to use and display such materials which are necessary for the purposes of allowing you to promote the real property which is directly relate to the said Services and deliverables.
It is hereby agreed between the Parties that the Customer may use Multiple Listing Service provider (the “Provider”). Such Provider may be used for displaying the Services and the deliverables on the Customer’s behalf for such purposes as are defined and described between the said Parties. It is agreed that such use shall not be construed as a transfer of title and ownership or providing a license to the Provider for such Services and deliverables.
In the event any electronic applications are provided to the Customer by the Company, you shall only be entitled to download a copy of the same on your device and ensure that the same is used only for the purposes of this Agreement. You shall also comply with the end-user license agreement of such application.
All such Services and deliverables that fall under the category of Subdivision Packages or Stock Image Packages shall be used by you and/or your Provider only for the purposes of promoting real property listing due to which the Services were acquired.
FORCE MAJEURE
If a Party becomes unable to Perform its respective part of obligation under this Agreement due to any act of God, riot, strike, lock-out, trade dispute, accident, blockade, explosion, government restraint, government disapproval, non granting or revocation of permits or licenses or allocations, or any other cause, whether of the kind described herein above or otherwise, whose occurrence or continuance are beyond reasonable control of such Party and cannot be prevented, avoided or removed despite the exercise of reasonable diligence, such affected Party shall immediately notify the other Party of its inability to perform. If such inability continues for 30 days, provided the affected Party has taken all possible and reasonable measures to restore its part of performance, nothing shall restrain the Parties to terminate this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed and construed in accordance with the laws of [please insert which laws will govern this Agreement].
In the event of any dispute between the Company and Customer, the Parties shall settle the same amicably by way of negotiations, failing which, the courts of [please insert jurisdiction] shall have exclusive jurisdiction to resolve dispute arising under this Agreement.
If the dispute proceeds towards litigation, the prevailing party in such litigation shall be entitled to reasonable expenses that are incurred as a result of such litigation. This includes, but is not limited to attorney fees.
Any claim that may arise out of this Agreement must be commenced within 1 year of the cause of action being accrued, otherwise, the same may be barred permanently.
The liability of the Company shall in no way exceed more than the amounts paid to the Company by the Customer in the preceding 12 months of the claim being commenced.
ADDITIONAL TERMS
This Agreement shall constitute the entire agreement and understanding amongst the Parties hereto and supersedes all prior correspondence in this regard.
Nothing contained herein shall be deemed or constructed by either Party hereto or any third party to create any rights, obligations or interests in any third party, or to create any association, partnership, joint venture, the relationship of a principal and agent, the relationship of an employer and employee, or any fiduciary relationship of any kind between the Parties hereto. It is hereby agreed that all obligations provided under this Agreement by the Company are as an independent contractor of the Customer.
The Parties agree that except provided to the contrary in this Agreement, there shall be no third party beneficiaries.
A waiver of any provision of this Agreement or of any breach thereof by either Party hereto shall not be deemed a waiver of any repetition of such breach or a waiver of compliance with a term or condition or in any way affect any other terms or conditions hereof, unless signed by the Party giving such waiver.
The failure of either Party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of such provisions nor of the right of the given Party thereafter to enforce each and every such provision.
This Agreement and all of its provisions are binding on and inure to the benefit of the Company and the Business and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either Party without the prior written consent of the other.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via electronic means of communication, (b) the next business day after the date of transmission, if such notice or communication is delivered after working hours of the business day. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
In case any provision in these Agreement are rendered invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
