Pebblehaven Company, Inc. (“Pebblehaven”) is your complete web solution provider. This Services Agreement (“Agreement”) governs your purchase and use, in any manner, of all services provided by Pebblehaven and any of its affiliates (the “Services”).
You must accept the terms of this Agreement in order to use the Services.
Moreover, by using the services, you acknowledge that you have read this agreement and agree to be bound by the terms and conditions contained herein as well as all acceptable use policies incorporated by reference.
Pebblehaven reserves the right to change or modify any of the terms and conditions contained in this Agreement, any Addendums and any policy or guideline incorporated by reference at any time and from time to time at its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes and modifications will be effective when posted on the Pebblehaven Web site (the “Site”). Your continued use of Services following Pebblehaven’s posting of such changes and/or modifications will constitute your acceptance of such changes or modifications. No other notice by Pebblehaven is required.
1. Term and Payment for Services
For any service that is offered for a specified term, such as one day, one month, or one year. Agreement shall be for an “Initial Term” as agreed to upon placement of your initial order via telephone, mail, facsimile, email, “in person”, or Pebblehaven’s web site. This Agreement will be automatically renewed (the “Renewal Term”) at the end of the Initial Term for the same period as the Initial Term unless either party provides notice of termination at least thirty (30) days prior to the end of the Initial Term or the Renewal Term.
1.2. Termination Policy
You must provide Pebblehaven with your notice of termination for any auto-renewing service (a service that is offered for a specified term, such as one day, one month, or one year) by emailing its billing team from an authorized address, or as otherwise specified in this Agreement. For security and other related purposes, in your notice, you will need to provide Pebblehaven with sufficient customer identification information so that Pebblehaven may properly identify you and your account. In addition, you must specify which service(s) you wish to cancel.
If you terminate this Agreement prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Pebblehaven will not refund to you any fees paid in advance of such termination and (b) you shall be required to pay 100% of Pebblehaven’s standard charges for any remaining period in the term within 10 days of receipt of our invoice, unless otherwise expressly provided in this Agreement.
1.3 Default and Cure
In the event that either party hereto defaults in the performance of any of its material duties or obligations under this Agreement, including failure to make any payments due under this Agreement, and such default is not cured within five (5) days after written notice is given to the defaulting party specifying the default, then the party not in default may terminate this Agreement, after given written notice thereof to the defaulting party.
You agree to pay for all charges attributable to your use of the Services at the then current Pebblehaven pricing, or at the specifically quoted pricing, which pricing does not include any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Pebblehaven’s net income.
Pebblehaven will automatically charge to the card on file (if auto-billing is enabled) or invoice (if auto-billing is disabled) each month for any auto-renewing service(s) whose “due date” is during or prior to a day in the month being processed, and for any billable minutes (commonly referred to as “web site maintenance” and/or “update requests”) from the prior 30 day period that could not be applied to an outstanding time package (pre-purchased minutes that have not yet been “used” in a prior period) multiplied by the hourly rate (as found here).
If you have a “dispute” over a charge applied to your credit card by Pebblehaven, you must show good faith in settling such a dispute with Pebblehaven directly (via sending correspondence via email to [email protected]), before initiating any chargeback procedures. If you do initiate a chargeback, before showing good faith in settling the dispute with Pebblehaven directly, a service fee of $99 will be applied to your account, without exception, which you will be held responsible in via a collection agency if the amount is not able to be obtained otherwise.
1.5. Billable Service Time
Pebblehaven’s Update Team will provide an “update confirmation” email, including the amount of billable time (time you will be billed for) and including details on what was done in the referenced time, via email, upon the completion of any request(s). If you have an outstanding time package, and the request(s) was/were submitted on your behalf, your project manager may have the update team send him/her the confirmation so he/she can review/etc prior to “alerting” you. In this case the confirmation should, at a point determined by your project manager, be forwarded to you (along with their comments, etc). Pebblehaven does not provide record of billable time used for project management services (such as consultation via telephone and/or having a particular request submitted to the Update Team). If you would like to have record of the amount of billable time recorded for calls, or similar, you must keep your own. In regards to the amount of billable time needed to submit a request after a call (or other similar tasks that you may or may not be “engaged” with your project manager for), we ask that you consider what is involved and/or inquire as to the amount of time that would/will be needed. If there is a lot of combining emails and/or planning involved, it will take more minutes (on average) than if you have provided everything in a very straight forward form and/or if your project manager has typed out the request (in part or whole) why you were on the phone with him/her.
All charges for Services must be paid in advance according to the then current prices applicable to the Services. Prior to the Services start date, you must choose to pay either by direct charge to a credit or debit card, or receive an invoice and submit subsequent payment. If you choose to pay by credit or debit card, you thereby authorize Pebblehaven to charge your credit or debit card to pay for all charges that may apply to your account thereafter (unless you specifically request otherwise, in writing). You agree that Pebblehaven may accumulate any supplemental charges incurred by you in your use of the Services (“Supplemental Charges”), until such charges exceed $1 and then charge your account. You must notify Pebblehaven of any changes to your card account including, without limitation, account number, card cancellation or expiration date, billing address, or any information that may prohibit Pebblehaven from charging your account. If you choose to be invoiced, Pebblehaven will invoice you for the Services applicable to the period for which you have registered for the Services. Pebblehaven may also create periodic invoices for any applicable Supplemental Charges associated with your use of the Services. Pebblehaven will send you a statement detailing the accumulated charges. You agree to pay to Pebblehaven the amount indicated in each invoice by the due date reflected on that invoice. If auto-billing on an account is enabled and an “invoice” amount has not successfully processed (the charge accepted) for 30 days or more, we may attempt to charge the outstanding amount to the card on file in separate transactions. For example, if $1000 is past due, charging in two separate $500 transactions. If you fail to pay any fees and taxes by the applicable due date for credit card or invoice payments, late charges equal to the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law but at no time less than $15 shall also become payable by you to Pebblehaven. In addition, your failure to fully pay any fees and taxes within five (5) days after the applicable due date will be deemed a material breach of this Agreement, and Pebblehaven may, in addition to any other remedy it may have: (i) suspend its performance of the Services and/or terminate this Agreement; and/or (ii) take possession and ownership of any of your property (including any and all intellectual property) in Pebblehaven’s possession at the time of such non-payment and liquidate such property in any reasonable manner in partial or full satisfaction of any unpaid amounts. You agree to sign any documents to facilitate such a transfer of your property and, in the event that Pebblehaven is unable for any reason to secure your signature to any document required for such transfer, you hereby irrevocably designate and appoint Pebblehaven and its authorized officers and agents as your agent and attorney-in-fact to act on your behalf to execute such documents. Any suspension or termination of Services does not relieve you of your obligation past due fees plus late charges. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys’ fees, court costs and collection agency fees.
2. Use of Services
2.1. Applicable Use Policy
a. Web Site Hosting
Pebblehaven’s Acceptable Use Policy (the “Usage Policy”) governs the general policies and procedures for use of the Services. The Usage Policy is posted on Pebblehaven’s Web site (or such other location as Pebblehaven may specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE POLICY BEFORE ENTERING INTO THE AGREEMENT. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE POLICY AND ANY SUBSEQUENT MODIFICATIONS THERETO. PEBBLEHAVEN RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE POLICY OR THIS AGREEMENT.
2.2. Material and Product Requirements
Unless we have agreed otherwise in a separate agreement, you must ensure that all material and data placed on Pebblehaven’s equipment or emailed to Pebblehaven is in a condition that is “server-ready,” which is in a form requiring no additional modification by Pebblehaven. Pebblehaven will not undertake to review or validate any of the material or data for content, correctness or usability. If your material data is not “server-ready”, Pebblehaven has the option at any time to reject said material data. Pebblehaven will notify you of its refusal of said material data and afford you the opportunity to amend or modify the material data to satisfy the needs and/or requirements of Pebblehaven. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. It is not Pebblehaven’s responsibility to provide knowledge on how to use a computer or customer support outside of the Services agreed to by you and Pebblehaven.
2.3. Bandwidth and Storage Usage
You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out in your order. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, you agree to pay the associated additional charges, which can be found on Pebblehaven’s web site.
2.4. Domain Names
By registering a domain via Pebblehaven, you hereby agree to the terms listed in this Section 2. In addition, you agree to abide by the rules and regulations set forth by our partners and the registries which they are a member of.
2.5. Web Site Design/Development
When a web site design/development package recommended and/or provided, there is no guarantee that the final cost will match the original quote. Additional costs can result from numerous factors including, but not limited to, additional material or data provided by client or said material or data is not “server-ready”. Please refer to Section 2.2 for more information regarding Material and Product Requirements.
2.6. Other Services
By using any of Pebblehaven’s other services, including, but not limited to Search Engine Registration, Web Site Maintenance, Web Site Hosting, and Consultation, you agree to be bound by the terms of the Usage Policy outlined in Section 2.1 of this document.
3.1. Investigation of Violations
Pebblehaven may investigate any reported or suspected violation of this Agreement, its policies and any complaints; and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, subcontractors, customers and/or third parties. Pebblehaven will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.
Pebblehaven reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement, related policies and guidelines, is otherwise objectionable or potentially infringes on any third party’s rights or is in violation of any laws. If we become aware of any such violation by you of this Agreement, any related policies and guidelines, third party rights or laws, Pebblehaven may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Pebblehaven’s systems, and/or (d) disabling or removing any hypertext links to third party Web sites and any of your content distributed or made available for distribution via the Services, (e) disabling or removing other content not supplied by Pebblehaven which, in Pebblehaven’s sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Pebblehaven to civil or criminal liability or public ridicule. It is Pebblehaven’s policy to terminate repeat violators. Pebblehaven’s right to take corrective action, however, does not obligate us to monitor or exert editorial control over the material or data made available for distribution via the Services. If Pebblehaven takes corrective action due to such possible violation, Pebblehaven shall not be obligated to refund to you any fees paid in advance of such corrective action.
3.3. Disclosure Rights
To comply with applicable laws and lawful governmental requests, to protect Pebblehaven’s systems and customers, or to ensure the integrity and operation of Pebblehaven’s business and systems, Pebblehaven may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (e.g., name, e-mail address, etc.), IP address and traffic information, usage history, and content residing on Pebblehaven’s servers and systems. Pebblehaven also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.
4. Intellectual Property Rights
4.1. Your License Grant to Pebblehaven
You hereby grant to Pebblehaven a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly grant to Pebblehaven a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties; and agree that such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.
4.2. Pebblehaven Materials and Intellectual Property
All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Pebblehaven or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Pebblehaven to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of Pebblehaven or its suppliers, including but not limited to any software programs, inventions, products and/or technology innovations and methodologies utilized, developed, or disclosed by Pebblehaven during the term of this Agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on any such software is expressly forbidden except as permitted in this Agreement. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused or encouraged by failure to abide by the terms of this Agreement.
You hereby grant to Pebblehaven a limited right to use your trademarks, if any, for the purpose of permitting Pebblehaven to fulfill its duties under this Agreement. This is not a trademark license and no other rights relating to the trademarks are granted by this Agreement. Specifically, but without limitation, the rights granted by this Agreement do not include the right to sublicense use of your trademarks or to use your trademarks with any other products or services outside the scope of the Services provided under this Agreement. The limited trademark use rights granted under this section terminate upon termination of this Agreement.
5. Warranty; Warranty Disclaimer
5.1. Customer and/or Third Party Acts
Pebblehaven is not responsible in any manner for any nonconforming Services to the extent caused by you or your customers. In addition, Pebblehaven is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond Pebblehaven’s reasonable control.
5.2. No Express or Implied Warranty
ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY PEBBLEHAVEN UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT PEBBLEHAVEN EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH PEBBLEHAVEN’S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. PEBBLEHAVEN DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PEBBLEHAVEN DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK INFRINGEMENT.
5.3 Your Warranties and Representations to Pebblehaven
You warrant, represent, and covenant to Pebblehaven that (a) you are at least eighteen (18) years of age and are a duly organized and validly existing entity; (b) you have the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire prior to use all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify prior to use the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
6. Limitation and Exclusion of Liability
IN NO EVENT SHALL PEBBLEHAVEN HAVE ANY LIABILITY WHATSOEVER FOR DAMAGE, UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF INFORMATION PROVIDED TO PEBBLEHAVEN, DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES. PEBBLEHAVEN SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF PEBBLEHAVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF PEBBLEHAVEN TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO PEBBLEHAVEN BY YOU UNDER THIS AGREEMENT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY PEBBLEHAVEN UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE PEBBLEHAVEN FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
6.2. Interruption of Service
You hereby acknowledge and agree that Pebblehaven will not be liable for any temporary delay, outages or interruptions of the Services. Further, Pebblehaven shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).
You hereby acknowledge and agree that Pebblehaven reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. Pebblehaven will use its best efforts to notify you of pending maintenance, however, Pebblehaven at no time is under any obligation to inform you of such maintenance. Any guaranteed “server uptime” is not relevant with Maintenance.
You will defend, indemnify and hold harmless Pebblehaven and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnitee”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your use of the Services, including any improper or illegal uses; (iv) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by Pebblehaven; or (v) any claim relating to your services or products, or your installation and/or use of any third-party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity).
The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or be disclosed to any third party without the prior written consent of the other party to this Agreement except as permitted under this Agreement. “Confidential Information” means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information which incorporates or is based upon proprietary information of either party; or information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning customers or vendors of either party; or any data exchange between a party and any customers or vendors. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either Party, but in such case, prior to disclosure, the disclosing Party shall give written notice to the other Party to permit that Party an opportunity to challenge such disclosure. If either Party is subpoenaed, such Party shall give written notice to the other Party to permit that Party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing Party, each Party shall promptly return all Confidential Information of the other Party. This provision shall survive the termination of this Agreement for two (2) years.
All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.
8.3. Choice of Law and Forum
THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN MASSACHUSETTS, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.
8.4. Entire Agreement
This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and Pebblehaven reserves the right to change or modify any of the terms and conditions contained in this Agreement, any Addendums and any policy or guideline incorporated by reference at any time and from time to time at its sole discretion, and to determine whether and when any such changes apply to both existing or future customers.
8.5. No Fiduciary Relationship; No Third-Party Beneficiaries
Pebblehaven is not the agent, fiduciary, trustee or otherwise your representative. Nothing expressed, mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.
You may not transfer or assign your rights, duties, or obligations under this Agreement without Pebblehaven’s prior written consent. Pebblehaven may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.
8.7. No Waiver
Pebblehaven’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Pebblehaven’s right to subsequently enforce such provision or any other provisions under this Agreement.
If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.