Client guarantees that any elements of text, graphics, photography, trademarks or other artwork provided by Client are owned by Client, or that Client retains permission to use them. Client will hold STTM harmless against any and all claims, losses or costs (including court costs and reasonable attorney fee), arising out of or resulting from the use of unlicensed text, artwork and photography.
SEARCH ENGINE OPTIMIZATION (SEO):
Although development of the website will follow SEO guidelines and best practices, STTM can legally and ethically make no guarantee or promise of specific results or rank on search engines.
RELEASE AND INDEMNITY
You hereby expressly and irrevocably release and forever discharge Shoot To Thrill Media , its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
You hereby agree to indemnify and hold harmless Shoot To Thrill Media, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, punitive, exemplary and indirect damages), and reasonable attorneys’ fees, relating to, resulting from or arising out of, in whole or in part (i) any breach of these Terms, whether or not deemed to be material or immaterial; (ii) the use of or reliance upon the Services, by you or any person acting on your behalf or using your account or Shoot To Thrill Media Username and password; or (iii) any material or immaterial violation of any rights, title or interests of any third party.
Each party will defend, indemnify, and hold the other party, its affiliates and each of their respective officers, employees, affiliates and agents harmless from and against all third party claims, suits, judgments, losses, damages, fines or costs (including reasonable outside attorney’s fees and expenses) related to or arising out of such party’s gross negligence, willful misconduct or material breach of this Agreement. The parties’ obligations under this paragraph will survive the expiration and/or termination of this Agreement.
LIMITATION OF LIABILITY
In no event shall Shoot To Thrill Media be liable to You under any legal or equitable theory, including but not limited to contract, tort, strict liability, negligence, common law or with respect to the site, the service or any content (i) for any lost profits, loss of use, or actual, special, indirect, incidental, punitive, or consequential damages of any kind whatsoever. You understand that your sole remedy for any damages you allege have been sustained as a result of the Services is to cancel your subscription.
Shoot To Thrill Media, AND THEIR LICENSEES, AFFILIATES, AND LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE YOUR ABILITY TO TERMINATE THE SERVICE EFFECTIVE UPON RECEIPT BY Shoot To Thrill Media OF YOUR WRITTEN NOTICE OF TERMINATION, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
OTHER LEGAL STUFF:
STTM can’t guarantee that the functions contained in any web page templates or in the completed website will remain error-free forever. STTM is not liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if Client has advised STTM the possibilities of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. The contract cannot be transferred to anyone other than Client without the permission of STTM.
To the maximum extent permitted by applicable law, in no event shall either party or its subsidiaries or affiliates be liable to the other party for any incidental, consequential, indirect, special, or punitive damages (including, but not limited to, lost profits (except on STTM’s fees for services), business interruption, loss of business information or other pecuniary loss, and including any of such alleged to result from such party’s exercise of its rights under this agreement) regardless of whether such liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages. The parties understand and agree that the exclusions and limitations of liability set forth in this section represent the parties’ agreement as to allocation of risk between them in connection with their respective obligations under this agreement. The fees payable to STTM reflect, and are set in reliance upon, this allocation of risk and the exclusions and limitations of liability.
THIRD PARTY RIGHTS:
STTM represents, warrants and covenants to Client that, (a) STTM’s contribution to the Design Services constitute wholly original work; and (b) to the best of STTM’s knowledge, STTM’s contributions to the Design Work do not violate, infringe upon or misappropriate any third party rights. Notwithstanding the foregoing, STTM has not conducted any trademark clearance and makes no representation as to the availability of any element of the Design Work for STTM’s use as a trademark or service mark. Client shall be solely responsible for conducting any and all trademark clearance in connection with any element of the Design Work.
Constant communication and follow up feedback via phone, in person, or email between STTM and Client is necessary to complete assignments on a timely basis and is a huge factor in the estimated timeline.