United States Law
If Customer is located in the United States of America; this Software Service Agreement is governed by the laws of the State of Arizona, United States, excluding any conflict of law principles, and specifically excludes the United Nations Convention on Contracts. The U.S. federal and state courts of the State of Arizona shall have sole and exclusive jurisdiction and venue to adjudicate over any actions relating to the subject matter of this Software Service Agreement. Regardless of the physical location of Customer, the parties hereto consent to the exclusive jurisdiction of the courts specified above, and expressly waive any objection to the jurisdiction or convenience of such courts. Customer may contact the Company, for any reason. Please write: PinnacleCart, Inc., 3320 W. Cheryl Drive, Suite B200, Phoenix, AZ, 85051. Attention: Legal or email firstname.lastname@example.org.
Customer agrees to indemnify, defend, and hold Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys’ fees) arising out of, or in connection with, this Software Service Agreement. Company agrees to indemnify, defend, and hold the Customer and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of any breach of this Agreement by the Company.
Company, its Affiliates, and Service Providers entire liability and Customer’s exclusive remedy shall be, at Company’s option from time to time exercised subject to applicable law, return of the price paid for the Service. Customer will receive the remedy elected by Company without charge, except that Customer is responsible for any service expenses Customer may incur in returning monies.
Customer may use Company’s trademarks, service marks, trade names, logos, or other commercial or product designations (collectively, “Marks”) for promotional purposes with prior written consent of Company. Notwithstanding the foregoing, Customer grants to Company a nonexclusive, nontransferable, royalty-free, worldwide license to use Customer’s Marks (a) for the purposes of marketing, promotion, and content directories or indexes and (b) in electronic or printed advertising, publicity, press releases, newsletters and mailings about the Customer and the Customer/Company relationship.
Disclaimer of Warranties
Notwithstanding anything to the contrary herein, company provides that all services performed hereunder are “as is”. The company hereby expressly disclaims all express, implied or statutory warranties, regarding company’s software service or any portion thereof, including but not limited to fitness for a particular purpose, title, non-infringement and any implied warranties arising from course of dealing, usage, trade practice, or course of performance. Without limiting the generality of the foregoing, company specifically disclaims (a) any warranty regarding: the number of persons who will access the content; (b) that the services will meet the customer’s needs or expectations, (c) that all nonconformities can or will be corrected; or (d) the operation or appearance of the software. Company does not guarantee or warrant that access to or use of the database shall be continuous, uninterrupted, secure beyond company’s firewall or error-free. In the event of interruption of the service, company’s sole obligation shall be to restore service as soon as reasonably possible.
Limitation of Liability
Notwithstanding any damages that customer might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of company and any of its suppliers under any provision of this agreement and customer’s exclusive remedy for all of the foregoing (except for any remedy of repair elected by company with respect to any breach of the limited warranty) shall be limited to the greater of the amount actually paid by customer for the first three months of service. The foregoing limitations, exclusions and disclaimers (including sections above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Company shall have the right to transfer and assign this Software Service Agreement, in whole or in part, to any person or entity who acquires all or substantially all of the business or assets of the Company or that portion of the business or assets to which this Software Service Agreement relates.