- Services, Products, Shipping.
- . The Client is hiring the Designer for wedding stationery design, printing Services and construction. Accordingly, the Designer will provide Client with the following services: Graphic Design (“Services”): Wedding Stationery (“the Goods”). The exact specifications of the Goods is detailed on Exhibit A. If Client wishes to make any changes to Exhibit A, they must comply with Paragraph III (A) detailed below.
- Term of Services: The work to be provided according to this Agreement will begin on ___________and shall continue until the project is completed, unless earlier terminated in accordance with Section X (the "Term"). Any extensions of the Term are only valid with mutual written consent by each party. The Parties understand that the final product will be a custom design, and may take up to twelve weeks to complete.
- Products. Designer will deliver all items to Client via__________________________________. The Parties may agree to another method if the request is made in writing.
- Shipping. All shipping costs will be totaled onto the final invoice.
- If the Client requests a rush order, the rush shipping fee will be reflected on the final invoice.
- Minor changes such as actual postage or number of envelopes addressed will be reflected on the final invoice. The Client understands that such changes may be necessary in order to complete the Services. Designer will notify Client of necessary minor changes prior to incurring costs.
- Insured Shipping.Client may choose to purchase insured shipping, and will be billed on the final invoice. Designer may require a signature for any goods delivered, at which point risk of loss for purchased goods passes to Client. However, for all Deliverables that the Designer must ship to Client, the risk of loss for damaged or lost Goods passes to the Client at the time that the Designer mails out the Goods. Designer and Client may agree to deliver goods in person.
- Although the post office reads envelopes electronically, because all typography designs are unique, some addresses or calligraphy styles will be more or less difficult to be The Post Office.read electronically. The Client understands that any address that cannot be read by machine will likely be hand inspected. If the address still cannot be delivered, it will be returned to the address of the return. Designer is not responsible for resending, reprinting or reimbursing for invitations or addresses that do not make it to their intended address.
- If the Client chooses to have the Designer address the envelopes, they must note such request on Exhibit A. Each envelope that Designer addresses will arrive at the post office. However, the risk of loss passes to the Client at the point at which the Designer deposits the envelopes in the mail or delivers them to the carrier. This means that the Designer is not liable for any mail not received by it's intended Envelope Addressing By Designer. recipient. If any pieces need to be re-mailed, Client has the option of paying Designer to print, address and re-mail the additional pieces for a 25% reprinting fee.
II. Payment and Price Terms
- The price for the Goods will be $_____________, in addition to shipping costs. The total price will be reflected on the final invoice. Payments in accordance with the listed payment schedule shall indicate your approval of such portion of the work to be provided by Designer. Should additional services become necessary, the Parties will sign a separate addendum to this Agreement. Any addendum for additional services will only be sent and signed subject to your approval.
- Payment shall be made by credit card, debit card, cash, check or PayPal, An invoice will be sent for each installment.
- of the total initial estimate of the rd. The Client will pay an initial retainer of 1/3Initial Paymentjob, before the Designer has any obligation to perform the work described herein. The initial payment fee is a non-refundable, non-transferable payment, and reserves The Invitorium’s or KopiKats’ services for the planning on the date and time, and at the location(s) described herein. The initial payment is due and payable when Client signs this Agreement and shall be applied towards the total cost of the service to be rendered. By signing this Agreement, the Client expressly recognizes and agrees that Designer has agreed to reserve the time for performing the services on the date listed, and because Designer spends significant time in performing the services weeks and months prior to an event, and that if the event is cancelled, The Invitorium or KopiKats would suffer damages in an amount that is difficult or impossible to reasonably estimate at the time of entering into this agreement.
- Payments will be made as follows:
- The retainer fee of $_____ is due on __________.
- The progress payment of $_________is due on _________.
- The final payment of $______ is due on _______, when the the items will completed. The Client agrees to pay the amount on the final invoice. Any changes requested by Client will be billed in addition to the original bill.
- Items may be billed separately.
- Returned checks are subject to a $50.00 returned check fee.
- Late or Unpaid Fees. If any fees are more than seven (7) calendar days past the due date, we reserve the right to stop the work until such payment is received. We will not be responsible for any increase in costs due to nonpayment. If any amount is unpaid within ten(10) business days of the due date, Designer reserves the right to terminate this Agreement without any further obligation or liability, and you further agree that any such amounts previously paid to Designer shall be deemed earned compensation. Returned checks are subject to a $50.00 returned check fee
- . All payments made under this Agreement are Paymentsnon refundable. Designer is entitled to the total amount due under this Agreement if Client terminates this Agreement after the Designer has begun providing services pursuant to this Agreement. Payments shall be addressed to 112 SE 1st Street, Miami, FL 33131.
- Proofing and Revisions.
Client is entitled to two rounds of revisions, after receiving the original proofs. Additional revisions shall be provided for an additional fee of $120.00 per revision round. One complete sample will be provided at no additional charge. Additional samples may be ordered for a sample charge of three times the unit price, and with a turnaround time of 5-7 business days. A maximum of two additional samples may be ordered.
- Any revisions will be included on the invoice.
- If after the proof has been approved the Client chooses to make a change or correct a customer error, Client will be charged a revision fee of $80, as long as the item has not already gone into production.
- If the Client wishes to change an item, and that change substantially alters the specifications as described in the original estimate, Client and Designer will execute an additional signed agreement reflecting the revised order specification and fee.
- Accuracy. Client assumes responsibility for providing correct times, dates, and spelling of all words, including names and places, in addition to the design elements. Before the Designer begins the sample invitation, Designer will submit a final proof to the Client for review. Once approved, no changes can be made and Designer will not be held responsible for any errors found after approval, nor will Designer be required to make any changes.
Designer will purchase all necessary supplies for the Goods. Once a final quantity has been contracted and supplies have been ordered, that number is not subject to decrease. Decisions on what supplies are necessary are up to the sole discretion of the Designer.
- Over Runs. The Designer will accept overruns less than 5% of the quantity ordered on all jobs. If overruns are in excess of 5%, Client will be billed accordingly on the final invoice. If additional pieces are needed above the contracted amount after bulk supplies have been ordered, a fee of 25% of the total of the additional pieces will be incurred.
- If additional pieces are required above the contracted amount after the job has gone into production, a fee of $150 and 100% of the total of the additional pieces will be incurred.
- Timeline. The Designer must receive the final guest count and accuracy check on all Goods within three weeks prior to
end date. The design and assembly process can take six to eight weeks from start to finish. Client understands that delay in approving the proofs will result in delay of the order. Client’s addresses will be written exactly as they appear on the Client’s address list. Designer will not make etiquette or spelling corrections.
- Ex. A is due: _____________
- The final guest list is due ___________
- The final proofing is due ___________
- Embellishments. Designer cannot guarantee that identical embellishments displayed in photographs of past work will still be available from the same suppliers at the time of ordering (ribbon color/width, envelope color, etc.). Designer will make a good faith effort to match the embellishment shown or requested. Client authorizes Designer to make a complementary substitution based on her professional opinion and the requested design if necessary.
- . Parties will treat and hold all confidential information of or relating to this Agreement, the Services provided and the Parties’ businesses in strict confidence and will not use any confidential information except in connection with fulfilling the terms of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential Confidentialityincluding, but not limited to, intellectual property, address lists, customer lists and information.
IV. Communication and Cooperation. The Parties agree to cheerful cooperation throughout the course of performing the services under this Agreement. The Client expressly agrees and understands that in order for the Designer to produce satisfactory work for the Client, the Client may need to approve proofs and respond to other communications from the Designer. The Client agrees to respond to all such communications within seven (7) calendar days to the best of their ability. If the Client fails to respond to communications with the Designer within the specified time, the Designer expressly reserves the right to halt all services under this Agreement.
V. Relationship of the Parties.Designer is an independent contractor of the Client. This Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. The Designer has no authority (and shall not hold itself out as having authority) to bind the Client, nor shall it make any agreements or representations on the Client's behalf without the Client's prior written consent.
VI. Intellectual Property.
grants to Client a nontransferable, nonexclusive, Designer . Designerretains the ownership of its copyright in any and all designs pursuant to federal copyright law (Chapter 17, Section 201-02, of the United States Code.) Any and all work produced in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Designer : Nonexclusive License
royalty free license of designs produced with and for Client for the specific purpose of wedding stationery. Any unauthorized use of the design, such as using the design for other purposes than those specified herein, will result in additional fees and/or royalty payments to Designer. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.
B. To the extent that any of the Designer’s pre-existing materials are contained in the work provided, such as purchased fonts or artwork with a limited commercial license, the Designer retains ownership of such preexisting materials and hereby grant to the Client an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon, such preexisting materials and derivative works thereof.
. With this extended license, Designerwhich will be reflected on the final invoice, the Client has the option to purchase an extended license from the $500, . For an additional fee of Optional Extended LicenseC. Client will have the right to print an unlimited amount of additional items containing the Deliverables from a printer of Client’s choosing. This extended license grants the Client the right to use the Designer’s designs on other items only for and throughout the specific nominated event.
D. Use Of Photos of Goods On Social Media: The Parties agree that both the Client and the Designer have the right to showcase photographs of the Goods on their respective websites and social media sites (such as Facebook, Instagram, Twitter, and Pinterest). However, credit must be given to Designer any time a photograph is used in this respect. Client agrees that Designer may take photographs of invitations, stationery, or other creations, and use those photographs for Designer’s own reference, for display, or for promotion without compensation to Client.
VII. Representations and Warranties.
- The Designer represents and warrants to the Client that (a) it has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all obligations in this Agreement; (b) The Designer ‘s obligations under this Agreement does and will not conflict with or result in any breach or default under any other agreement; (c) The Designer has the required skill and experience to perform the Services, and shall perform the Services in a professional and workmanlike manner in accordance with and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; and (e) the signatures at the end of the Agreement are authorized on behalf of the Client.
- Your sole remedy against Designer for products services and work furnished under this Agreement is under warranty stated above. This limitation applies to remedies arising out of this Agreement or otherwise in connection with this agreement. In no event shall Designer or its related companies successors assigns or employees be liable to you for damages of any nature including but not limited to: direct, incidental, consequential, special, general, or otherwise (including but not limited to property damage) except as specifically stated in this agreement.
VIII. Cancellation, Termination, Rescheduling and Breach.
A. Client decides to reschedule. If Client decides/desires to reschedule the Designer’s services for any reason at any time, then Client must provide thirty (30) days’ Notice to Vendor in accordance with the Notice provision below. Client will not be relieved of any currently outstanding payment obligations. Designer will not be required to refund any money previously paid by the Client. At the Designer’s discretion, any previously paid sums by the Client may be used as credit for a future or rescheduled event.
Shall either Party wish to terminate this Agreement for any reason other than a breach of the terms of this Agreement, or cancellation of the Project, change of heart, or date change/postponement of the Event, Designer shall not return any unearned fees, if any, paid up to the point of termination, and Designer will have no further obligation to the Clients. B. Termination of Agreement. Client must pay any sums due or earned by the Designer within thirty (30) days of termination of this Agreement. Termination of this Agreement will be effective upon receipt of written notice by the receiving Party.
C. Cancellation by Client. In the unfortunate event that either the Client individually or both Clients jointly decide to cancel the Project for any reason, or should Clients have a change of heart for any reason with respect to using the Designer’s services, the Clients must provide the Designer with written notice. Such termination will be effective upon receipt of the Notice, and the following conditions will apply:
i. The Designer will be entitled to retain the non-refundable, non-transferable Initial Payment identified in Section II B of this Agreement, regardless of when the Designer receives Notice of the cancellation, as well as any subsequent payments made by Clients prior to Designer’s receipt of the Notice.
ii. The Client recognizes and agrees that the termination fees stated herein represent a reasonable estimate of the loss suffered by the Designer in the event of a termination of this Agreement, due to the fact that a cancellation of this Event will have a direct impact on the Designer’s business, and it will severely limit the Designer ability to rebook the Clients’ Event date.
D. Breach of Agreement.
i. Option to Cure. Either Party may terminate the Agreement at any time following the failure of the Party in breach to cure a material breach within ten (10) calendar days of such terminating Party’s having given the breaching Party written notice of such breach, or, if the breach is one that cannot be cured within ten (10) days, at any time following the failure of the other Party to commence and continue reasonable and good faith efforts to cure such breach in such a period of time as is reasonably practicable under the circumstances.
E. Reimbursement. If the Agreement is terminated pursuant to this provision, Designer shall be entitled to compensation for the reservation of Clients’ project date, and for the time spent by Designer in performance of the Services, calculated based upon the extent of services provided thus far, as well as reimbursement by Clients for expenses incurred by Designer before the effective date of such termination.
If Designer should become materially or physically incapacitated, such as due to injury, severe illness, pregnancy, or unexpected circumstances prohibiting them from performing the Services under this Agreement for any reason, Designer shall be entitled to provide Clients with a substitute Designer of reasonably similar experience. In the unlikely scenario that such F. Incapacitation. situation does occur and a suitable replacement is not found by Designer, or should Clients reject the proposed replacement, Clients agree that the maximum remedy shall be a refund of the prorated portion of the Fees paid by Clients prior to the date of the occurrence of incapacitation, based upon the extent of the Services rendered prior to the incapacitation.
Clients agree that to the fullest extent permitted by law, the Designer’s MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS, BREACHES OR DAMAGES BY REASON OF ANY ACT OR OMISSION, INCLUDED BREACH OF CONTRACT AND NEGLIGENCE, SHALL BE LIMITED SOLELY TO THE DOLLAR AMOUNT OF THE FEES PAID BY THE CLIENT TO DESIGNER. CLIENTS AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, DESIGNER SHALL NOT BE LIABLE FOR ANY CLAIMS FOR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, EMOTIONAL DISTRESS, MENTAL ANGUISH, LOST PROFIT, LOSS OF ENJOYMENT, LOST REVENUES AND/OR REPLACEMENT COSTS. IX. Limitation of Liability. Designer is not responsible for any defective products, services or imperfect resources purchased on behalf of Clients, and Clients waive any right to pursue any claim, demand, or cause of action against Designer for such. Clients acknowledge and agree that these limitations reflect a fair allocation of risk and that Designer would not enter into this Agreement without these limitations on its liability.
X. ADDITIONAL TERMS AND CONDITIONS
Requests, demands, and other communications under this Agreement shall be in assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. A. Legal Terms. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted writing, and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of this Agreement are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The performance of any condition or obligation imposed on a party under this Agreement may be waived only in writing by you or an authorized official of Designer, and only to the extent stated in such writing. Headings and subheadings herein are for the convenience of the parties only, and no special meaning will attach to the headings. This Agreement will be deemed made in and governed by the laws of the state of Florida, without application of its principles regarding conflicts of law. Designer shall not be responsible for its failure to perform its obligations under this Agreement caused in whole or in part by events beyond its reasonable control. Section IX (Limitation of Liability) shall survive the expiration or termination of this Agreement.
B. Compliance With Law. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.
C. Amendments. The parties may amend this Agreement only by the parties’ written agreement with proper Notice.
D. Assumption of Risk. Client and related parties / participants expressly assume any risk of services and related activities as described herein.
and Client agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay Designer E. Indemnification. To the extent permitted by applicable laws, both arising out of or resulting from breach of this Agreement.
F. Merger. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties. This agreement expressly supersedes any and all prior written and/or oral agreements, and the terms and conditions of this agreement cannot be modified without the express written consent of both parties. The terms and conditions of this Agreement shall be binding upon the parties, their personal representatives, successors and assigns, and may not be assigned to any third party beneficiary.
Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such Force Majeure. G. as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
H. Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent.
Terms of service: an agreement between you and The Invitorium to enter and use this website and services
Welcome to the The Invitorium website and services.
We hope you enjoy your use of our facilities. Please appreciate and understand that this is a legal world and that you, by not immediately leaving this website now or immediately after reading our terms of service are accepting our services under the terms of this agreement.
It is your obligation to keep your self informed of any changes that may occur between visits, as using our services each time is under the condition that you accept all our terms and conditions. We may change our terms and conditions from time to time without expressly informing you.
1 The Invitorium Services:
- Create, design, customize products that are listed for sale.
- Buy products that are listed for sale
- Save and share designs that your may have created.
- Use our fun picture and design tools.
- Save created images and designs into public and personal galleries.
- Post your created images to social networks or bloggs that you have the legal right to do so
- Registering to subscribe to special offers and use of galleries.
2 Using our The Invitorium Services and Website:
2.1 ELIGIBILITY CHILDREN UNDER 18.
The Invitorium will only knowingly provide products or services to persons who can lawfully enter into and form contracts under applicable law.
Children under the age of 13 may view the Website but MAY NOT ORDER PRODUCTS OR SERVICES.
2.2 Definitions and Interpretation
- Intellectual Property Rights means all industrial, commercial and intellectual property rights (including equivalent, neighbouring or proximate rights anywhere in the world that currently exist or are recognised in the future).
- A person means any form of legal entity as well as any quasi-legal entity.
- A User means any person using the website and/or services provided by Piki Print
- A reference to any document, material, information or data includes that document, material, information and data howsoever stored, recorded or embodied, including in any electronic or digital media or otherwise.
- The word includes in any form is not a word of limitation.
3 User's Obligations
Users are and shall be wholly and exclusively responsible, at their own cost, for:
- all telecommunications lines, modems, communication controllers, routers, multiplexers, terminals and all other equipment, hardware and software necessary to access and use the Website and services;
- the use that it makes of the Website , including any article, material, literary or artistic work, design or other matter that they author, invent, create, develop or produce;
- complying with all laws, regulations and rules in the uses country or jurisdiction;
- complying with any recommendations or guidelines issued by The Invitorium with respect to the use of the Website and/or services and
3.2 Restrictions on Users
Users shall not and has no right to either:
- reproduce, publish, distribute, sub-license and/or resell either the Website and/or service to any person; or
- use either the Website to supply any service to any person; or
- modify, adapt, disassemble, recompile and/or reverse engineer either the Website or service;
- access or use either the Website and/or service to create, author, design, manufacture, market, publish, transmit, broadcast, distribute or sell any article, product, material or other matter that either:
- infringes the rights of any person, including, without limitation, Intellectual Property Rights, trade secrets, rights of privacy and publicity.
- is libellous, defamatory or slanderous,
- condones, promotes, contains or links to adware, cracks, hacks or similar utilities or programs,
- contains explicit sexual content,
- does or may denigrate or offend any ethnic, racial, gender, religious or other group, through use of language, images, stereotypical depiction or otherwise,
- is designed to or does harass, threaten, defame or abuse others,
- exploits images or the likeness of minors,
- encourages the use of drugs or the under-age use of alcohol or cigarettes, or
- is generally offensive or in bad taste;
- use "Spam", "blast-faxes" or recorded telephone messages to market or sell any products or services,
- use, transfer or implant a virus, routine or any computer program or technology that disrupts, disables, interferes with or otherwise has a detrimental affect on the Website and/or the PIKIWAREÂ® Platform,
- take any action that imposes any unreasonable or disproportionately large load on the Website or the Service,
- use a robot, spider or other device or process to monitor the activity on or copy pages from the Website or the Service,
- collect electronic mail addresses or other information from our Website,
- impersonate another person or entity,
- engage in any activity that interferes with any persons ability to use or access the Website and/or services, or
- frame or link or otherwise use or display the Website in such a manner so that it appears to be part of its own or someone else's website, without specific agreement.
4. The Invitorium Obligations
User acknowledges that The Invitorium has no obligation to user to provide any training or other support in relation to the use or operation of the Website and/or services.
4.4 Modification of the Website.
The Invitorium reserves the right to modify the organization, structure, content or "look and feel" of the Website and/or the services, and may change, suspend, or discontinue any aspect of the Website and/or the service at any time without notice or any liability to user or any person. The Invitorium shall have complete discretion over the features, functions and other terms and conditions on which the Website and the service is made available.
5. Intellectual Property Rights
5.1 Reservation of title
5.2 Prohibition on infringement
User acknowledges and agrees that The Invitorium does not permit, authorise or condone and hereby expressly prohibits user from accessing or using the Website and/or the services in a manner that infringes, or is likely to infringe, the Intellectual Property Rights, or any other rights or privileges, of any person anywhere in the world.
5.3 Derivative material
Subject to clause 5.2, user shall own any Intellectual Property Rights in any original material that it authors, designs or creates using the functionality provided by the Website. If the user chooses to add any item to a public gallery, In consideration of the authorisation granted under clause 4.1, User hereby grants to The Invitorium an irrevocable, perpetual, non-exclusive, world-wide licence to do all acts and things (including to authorise other persons to do all acts and things) comprised within the said Intellectual Property Rights.
User Account, Password, and Security You will receive a password and account designation upon completing the Site's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify The Invitorium of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Invitorium cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6.
7.1 Users warranties
User represents and warrants to The Invitorium that, in its use of the Website and the Services provided, it:
- will not infringe the Intellectual Property Rights, trade secrets, rights of privacy, rights of publicity or other legal right of any person, and
- will comply with all applicable laws, rules, and regulations.
- User further represents and warrants to The Invitorium that:
- there are no claims, demands or any form of litigation pending, or to the best of its knowledge, threatened with respect to any content used or proposed to be used by user;
- The Invitorium will not be required to make any payments or compensation to any person in connection with its use of such content; and
- such content does not contain viruses or any other programs or technology which disrupts or damages the Website and/or the Services provided.
7.2 The Invitoriums warranties
- be uninterrupted or free of errors and inaccuracies;
- meet users requirements; or
- operate in the configuration or with the hardware or software used by user.
- User acknowledges and agrees that the Website and the service (as with technology generally), may have errors (or bugs) and may encounter unexpected problems. Accordingly, user may experience downtime and errors in the use or operation of the Website and/or services provided.
- The Invitorium does not and cannot control the flow of data and information through the internet, and such flow depends on the performance of persons and entities whose actions or inactions may produce situations in which connections to the internet (or portions thereof) are impaired or disrupted and for which The Invitorium is not liable.
- The Invitorium does not warrant that any data, information or other content provided on the Website, whether concerning any goods or services or any other subject, is complete or accurate.
7.4 Exclusion of implied warranties
SUBJECT ONLY TO CLAUSE 8.1, ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEBSITE AND/OR ANY OTHER GOODS OR SERVICES THAT MAY BE PROVIDED BY The Invitorium, THAT WOULD OTHERWISE BE IMPLIED BY STATUTE, LAW, EQUITY, TRADE CUSTOM, PRIOR DEALINGS BETWEEN THE PARTIES OR OTHERWISE (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT) ARE HEREBY EXPRESSLY EXCLUDED.
7.5 No representation or reliance
8. Exclusion and Limitation of Liability
8.1 Subject to law
(c) liability for fraud or deceit; or
(d) liability for death or personal injury caused by the negligence of either party.
8.2 Exclusion of liability
(a) malfunctions, failures, defects, acts or omissions or any other default or liability caused directly or indirectly by:
- any third party;
- actions of user that were not expressly authorised by The Invitorium;
- accident, misuse or abuse by anyone other than The Invitorium;
- alteration or modification of the Website and/or the service, or any component or part of the Website and/or the service provided, by anyone other than The Invitorium;
- products (including any hardware or software) or services not licensed or supplied by The Invitorium;
- power surge or failure,
- events of force majeure or events outside The Invitoriums actual control; or
- any other condition not arising under normal operating conditions;
(c) any loss of profit, business interruption, loss of or damage to goodwill, and/or any expectation benefit;
(d) Subscribers liability to any person; or
(e) incidental, indirect, consequential, special, exemplary or punitive damages of any nature, whether such liability is asserted on the basis of common or civil law or in equity, including pursuant to any statute, contract, tort (including negligence or strict liability) or otherwise and notwithstanding that The Invitorium has been advised of the possibility of any particular loss or damage.
The Invitorium may, in its sole and unfettered discretion, and without users consent, place links on the Website to other websites that are owned or operated by other persons. User acknowledges and agrees that The Invitorium is not responsible for the operation of or content located on any such website, and The Invitorium cannot and does not warrant that the content of such websites is accurate, complete, legal and/or inoffensive. By choosing to link to these other websites, user acknowledges and agrees that it may not make any claim against The Invitorium for any damages or losses of any kind arising from the other website and/or the link.
8.4 Limitation of liability
9.2 Effect of termination
(a) it shall be read down or severed in that jurisdiction only to the extent that it is void, invalid or unenforceable; and
(b) it does not effect the validity or enforceability of that term or clause in another jurisdiction or the remaining terms or clauses in any jurisdiction.
10.5 Governing Law and Jurisdiction
(b) Each party irrevocably submits to the exclusive jurisdiction of the courts of Delaware, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to these.