Indemnity and Liability
You agree to indemnify and hold us, our parent companies, affiliates, and their respective successors, officers, employees, directors, shareholders, contractors, advisors, suppliers, licensors, licensees or other representatives (collectively, the “Representatives”) harmless from and against any and all claims, demands, actions, losses, damages, fines, penalties, costs (including legal costs) and other liabilities of any kind whatsoever, initiated against or incurred by the Representatives, as applicable, directly or indirectly, as a result of or in connection with your use of the Website, whether initiated or suffered by you, a third party, or your spouse, children, grandchildren, parents, grandparents, brothers or sisters (in any case, a “Claim”).
YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE THE WEBSITE AND THE INFORMATION CONTAINED THEREIN AND ACCESS TO THE WEBSITE AND THE INFORMATION CONTAINED THEREIN ON AN “AS IS” AND AN “AS AVAILABLE” BASIS, THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK, AND THAT WE MAKE NO REPRESENTATIONS, WARRANTIES OR COVENANTS WHATSOEVER WITH RESPECT THERETO.
THE WEBSITE IS AN AID WHICH RELIES ON TELEPHONE, WIRELESS NOTIFICATIONS, OR INTERNET TRANSMISSIONS THAT CAN BE INTERMITTENTLY BLOCKED, INTERRUPTED, DISRUPTED OR CORRUPTED. AS A RESULT, THERE MAY BE AND WE WILL NOT BE LIABLE FOR ANY DELAYS, OMISSIONS, INACCURACIES AND/OR FAILURES TO DELIVER THE NOTIFICATION TRANSMISSIONS OR ANY CONTENT AND YOU SHOULD NOT RELY ON THE WEBSITE FOR ANY REASON.
FOR GREATER CERTAINTY, WE DO NOT GUARANTEE THAT THE WEBSITE WILL BE AVAILABLE, RUN ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ANY ERRORS OR DEFICIENCIES RELATED THERETO OR THAT ANY MESSAGES SENT BY YOU WILL ARRIVE AT THEIR INTENDED DESTINATION ON TIME.
WE, OUR REPRESENTATIVES, OUR SUPPLIERS, AND SUBCONTRACTORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, SCALABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS REPRESENTATIVES BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY (INCLUDING DEATH), PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITS OF LIABILITY SPECIFIED IN THESE TERMS AND CONDITIONS WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THESE TERMS AND CONDITIONS. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
We reserve the right to disable, terminate, prevent or prohibit your access to the Website or any portion of it, including, if applicable, your account, any username, password (if applicable) or other identifier, whether chosen by you or provided by us, at our sole discretion for any reason whatsoever, without liability or notice. We reserve the right to disable, terminate or alter the functionality of the Website at any time in our sole discretion.
These Terms and Conditions supersede any other contemporaneous or prior promises, representations, descriptions or communications regarding the Website.
These Terms and Conditions may only be modified by the Company.
Our failure to enforce any provision of these Terms and Conditions shall not be construed as a waiver of such provision.
These Terms and Conditions shall be governed by the laws of the Colorado and the laws of the United States applicable therein without regard to any conflict of law provisions.
Any action or proceeding arising out of or relating to Website and under these Terms and Conditions will be instituted in the courts of the state of Colorado including the United State Supreme Court to the extent the same has jurisdiction, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
All content of these Terms and Conditions under the headings “Intellectual Property Rights and Ownership”, “Conditions of Use and User Submissions”, “Privacy”, “Indemnity and Liability” and “Termination” or which by its very nature ought to survive termination shall survive termination of these Terms and Conditions.
If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
These Terms and Conditions shall bind and inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and assigns. You may not assign your rights or obligations hereunder without our prior written consent. We may assign our rights or obligations hereunder without your consent.