Please read all of the Agreement carefully before registering on Afrium Website. If You have any questions, please Contact us prior to agreeing.
Account Holder shall be solely responsible for the payment of, and shall pay when due and indemnify GBD against, all applicable taxes, and payments to GBD under this Agreement. Account Holder shall pay GBD the fees set forth in the applicable subscription agreement or order form (the Order Form).
Each party hereby represents and warrants to the other party that:
Account Holder further represents and warrants that its business listing hosted on the Service does not infringe the copyright, trademark, or any other intellectual property rights of any third party, and that such data is otherwise in compliance with this Agreement. GBD reserves the right, in its sole discretion, to delete Account Holder's listing from Afrium Website if GBD has reason to believe Account Holders listing is in violation of this section. GBD further represents and warrants that the Service does not infringe the copyright, trademark or any other intellectual property rights of any third party.
Each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys fees, arising out of the breach of the representations, warranties and covenants made by such party herein, or out of such partys negligence or willful misconduct. Except in the case of GBD negligence or willful misconduct, Account Holder further agrees to indemnify and hold GBD and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys fees, arising out of the Account Holder Data. The indemnifying party shall be entitled to assume the defense and control of any matter for which it is required to indemnify the other party hereunder, and the other party agrees to cooperate with the indemnifying partys defense of such claims; provided, however, that the indemnified party may also participate in such defense with counsel of its choosing, at its sole expense.
UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, GBD MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION THE SERVICE, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. GBD DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICE, AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. ACCOUNT HOLDER SHOULD NOTE THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER GBD'S CONTROL (SUCH AS A THIRD PARTY SERVERS). GBD MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTYS OR ITS AFFILIATES TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AGGREGATE FEES DUE BY ACCOUNT HOLDER TO GBD HEREUNDER DURING THE PRIOR 12 MONTHS.
"Confidential Information" shall mean
GBD reserves the right, at its sole discretion, to modify these Terms of Service, at any time and without prior notice. If GBD modifies these Terms of Service, we will post the modification on our website or provide notice of the modification; provided, however, that unless otherwise mutually agreed by GBD and Account Holder in writing, no such modification, discontinuation or termination shall be effective until Account Holders next Renewal Date. Neither party shall assign any of its rights, obligations or licenses hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement and its rights and obligations hereunder, to a successor of such party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning party so long as such successor shall agree to be bound by all of the terms and provisions hereof. GBD and Account Holder are independent contractors, and neither GBD nor Account Holder is an agent, representative, employer, employee, or partner of the other. GBD and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. This Agreement sets forth the entire agreement between GBD and Account Holder. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without giving effect to principles of conflicts of law. Any notices to be provided to GBD under this Agreement shall be sent to GBD by electronic mail at Contact us or nationally recognized express delivery service at Pajuostes Pajuostes pl. 45B, Panevezys, Lithuania, and such notice shall be deemed given upon receipt. Any notices to be provided to Account Holder under this Agreement shall be sent by electronic mail to the last email address that GBD has on file for Account Holder or by nationally recognized express delivery service to the last mailing address GBD has on file for Account Holder, at the sole discretion of GBD. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.