Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation when executed and delivered. 

Customer understands that Company obtains the information reported in its Reports from various third party sources “AS IS”, and therefore is providing the information to Customer “AS IS”. Company makes no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose, or implied warranties arising from the course of dealing or a course of performance with respect to the accuracy, validity, or completeness of any Reports that the Reports will meet Customer’s needs, or will be provided on an uninterrupted basis; Company expressly disclaims any and all such representations and warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND COMPANY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. Company and ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. Company DOES NOT WARRANT THE RESULTS OF USE OF THE PLATFORM. 

Customer agrees to, at its own expense, defend, indemnify and hold harmless Company and its directors, officers and employees from and against any liabilities, damages, losses, judgments, costs, expenses (including reasonable attorneys’ fees), claims, actions, demands and suits arising out of or relating to any actual or alleged: (i) breach by Customer of any covenant, representation or warranty of this Agreement; or (ii) violation of any Law. 

CONFIDENTIALITY

Each party shall keep confidential all information and materials provided or made available by the other party that is marked as confidential or proprietary or (for orally disclosed information) is identified as confidential or proprietary at the time of disclosure and confirmed in writing (including e-mail) as such within fifteen (15) days of the disclosure (“Confidential Information”). The features, functionality and content of the Platform, the API Documentation and any other Platform documentation, and any information regarding planned modifications or updates to the Platform or other Company products and services constitutes Confidential Information of Company. Each party shall keep and instruct its employees and agents to keep Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party shall disclose Confidential Information to any third party except as expressly authorized by the disclosing party. Neither party shall use Confidential Information other than for purposes of performing its obligations hereunder or as expressly authorized by the disclosing party. Information or materials shall not constitute Confidential Information if it is: (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, (iv) developed by the receiving party without reference to Confidential Information or (v) required to be disclosed by law or legal process, provided that the receiving party promptly provide notice to the disclosing party of such request or requirement so the disclosing party may seek appropriate protective orders. If any party, its employees or agents breaches or threatens to breach the obligations of this Section the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.

COMPANY SHALL NOT BE LIABLE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, AND CUSTOMER HEREBY RELEASES COMPANY FROM ANY LIABILITY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, INCOME OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY AND DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. RECOVERY OF THIS AMOUNT IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY UNDER THIS SECTION CONSTITUTE A FUNDAMENTAL BASIS OF THEIR BARGAIN.

MISCELLANEOUS

Relationship of the Parties. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. Neither party shall represent to third parties that it is the employer, employee, principal, agent, joint venturer or partner with, or representative of the other party and no party shall have any right to obligate or bind any other party in any manner whatsoever.

Nothing herein shall give, or is intended to give, any rights of any kind to any third parties.

ASSIGNMENT

Customer may not assign any of its rights or obligations under this Agreement without the prior written consent of Company. Any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of the assets of Customer or similar transaction shall be deemed to constitute an attempted assignment of this Agreement. Company may freely assign this Agreement. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.

FORCE MAJEURE

Company will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

WEB AND GRAPHIC DESIGN

Sovo Web is adept at creating beautiful and functional websites and graphics for our customers. The following are our general guidelines and terms for these types of projects.

All projects are required to make the monthly plan selection prior to the beginning of the project. Upon acceptance and payment of your quote, you automatically agree to the terms outlined in this document. Once we receive your payment, we will begin working on your project. First drafts for projects are typically completed within 10 business days or less. Once we complete your first draft, you will be sent a preview via email for you to review the quality of design, accuracy of content, and your desired functionalities. We will go back and forth with you via email or phone until you are 100% satisfied with the results of your project at no additional cost. 

Once you finalize the project the final payment amount will be collected, then we will send you all the image files for graphic design projects, or assist with publishing your website for web design projects. For web design projects, if the scope of the project has changed since the original quote (ex: additional pages added), the remainder of your payment will be adjusted accordingly. 

Since we use our own website builder platform, all websites designed by us REQUIRE a hosting subscription with us. We typically do not design websites on other platforms such as Wordpress, Drupal, or custom HTML. Once we setup your hosting subscription, we need access to your Advanced DNS Settings or your Domain Zone File on your account with your domain name registrar in order to make your website live. If you do not have a domain with us, we will request your username and password for your domain registrar in order to set it up for you, or provide you with instructions for you to handle it, whichever you are most comfortable with.  

Our Dynamic Website Builder is a unique multi-screen website platform that provides a simple solution for creating and maintaining your website, capturing leads, and generating sales for your business. Sovo Web is committed to our platform and has a few terms of use.

Any of your website's content cannot promote, conduct, or contribute to fraudulent, obscene, pornographic, spam, deceptive, defamatory, inappropriate or illegal activities.

Although we offer unlimited file space and bandwidth with all of our websites, you cannot use our platform for the sole purpose of file sharing copyrighted or non-copyrighted material.

Since our platform is a website builder hosted in a cloud environment, there is no FTP access for your website. Everything must be uploaded or modified through the builder. Sovo Web is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any content on your website, other than content provided by us.

Sovo Web makes no guarantees that having a website with us will generate online traffic, rank your website first on Google, or increase the revenue of your business. Your subscription payment must remain current with us. If your payment fails, we will send you a notice. If you fail to update your subscription after the third notice, your website will be deactivated.

Once you have a live website with us, you will have access to your website's content where you can make changes or updates at any time at no additional cost.   You can also request Sovo Web to make changes to your website via email, phone, or live chat. The fees for website updates can be found at www.sovoweb.com/pricing