Terms and Conditions of Services
The terms and conditions listed below govern the services provided to your company ("You" or "Your") by InHouseOwl, LLC, including its principals, officers, directors and employees ("IHO") which are described in the applicable IHO quote or invoice and include any materials or deliverables created for You thereunder ("Services").
DISCLAIMER - NOT LEGAL ADVICE: IHO DOES NOT provide legal advice. You should consult your own attorney in connection with matters affecting your own legal interests. Use of IHO Services DOES NOT create attorney-client privilege between you and IHO.
Scope; Entire Agreement. The Services described on this invoice or quote by IHO to You is expressly conditioned upon your agreement to each and every term contained in the following Terms which shall control over any inconsistent or contrary provision in your purchase order. Specifically, You acknowledge that the terms and conditions herein are the sole and complete agreement between the parties, which may only be modified and/or amended in separate agreement signed both by You and IHO. Any contrary or inconsistent language contained in your purchase order or other documents are rejected by IHO.
Ownership of Deliverables. Subject to IHO pre-existing intellectual property rights and third party intellectual property rights, You will own all deliverables created during the Services.
Confidentiality. Neither party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Payment. Payment shall be made as detailed in the applicable IHO invoice or quote as applicable. IHO may charge you a service charge of two percent (2%) per month or the maximum legal rate allowed by law, whichever is less for any late payments. You will pay all costs and expenses (including attorneys’ fees) incurred by IHO to collect any past due amount for goods sold, whether or not litigation is commenced.
LIMITATION OF LIABILITY: ALL SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND IHO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from any Services available or not included therein, (b) the unavailability or interruption of any Services, (c) Your use of the Services, (d) the content, accuracy, or completeness of Services, all regardless of whether you received assistance in the use of the Services from a Covered Party, (e) any delay or failure in performance beyond the reasonable control of a Covered Party, or (f) any content retrieved from the Internet even if retrieved or linked to from within the Services.
"Covered Party" means (a) IHO and any officer, director, employee, subcontractor, agent, successor, or assign of IHO; and (b) each third party supplier of Services, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Services or third party alliance entity or any of their affiliates.
LIMITATION OF DAMAGES: TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SERVICES, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO YOUR INDEMNITY OBLIGATIONS OR YOUR INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO IHO OR ITS THIRD PARTY SUPPLIERS.
INDEMNIFICATION: You agree to indemnify, defend, and hold IHO harmless for any and all claims, damages, costs, fines and expenses that IHO may incur as a result of your unlawful or improper use of the SERVICES.
Waiver and Severability. No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Governing Law and Jurisdiction. All matters relating to these Terms or the Services and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case located in the County of Milwaukee. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.