Limitation of Liability and Indemnity – Security
SOUND STRATEGIES is not responsible for any security breaches affecting servers or accounts. If your server or domain is responsible for or involved in an attack on or unauthorized access into another server or system, then you will notify SOUND STRATEGIES immediately, and SOUND STRATEGIES will have the right to respond accordingly, including without limitation the right to identify, isolate, and block the source of the attack. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in a security breach. The customer understands that the behavior of persons with access to content management systems (CMS) can result in a security breach. This includes but is not limited to user/password sniffing on unsecured networks, malware, intentional sabotage, and theft.
Limitation of Liability and Indemnity – Monitoring User Activity
Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity. SOUND STRATEGIES exercises no control over and expressly disclaims any obligation to monitor its customers and other Users with respect to breaches of this Agreement or any content of the information made available for distribution via the Services, including without limitation, any information passing through SOUND STRATEGIES’ host computers, network hubs and points of presence, or the Internet, or any content that may be posted by any User on any website. In no event will SOUND STRATEGIES have any liability to you or any third party for unauthorized access to, or alteration, theft, or destruction of information distributed or made available for distribution via the Services through accident, or fraudulent means or devices.
Limitation of Liability and Indemnity – Interruption of Service
SOUND STRATEGIES will not be liable for any temporary delay, outages, or interruptions of the Services. Further, SOUND STRATEGIES is not liable for any delay or failure to perform its obligations under this or any other Agreement, where the 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). SOUND STRATEGIES cannot guarantee that (a) access to the Services will be uninterrupted or error-free, (b) defects will be corrected, or (c) the Services will be secure. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in an interruption of service.
Limitation of Liability and Indemnity – Loss of Data
SOUND STRATEGIES will not be liable for any loss of data. The customer is responsible for ensuring that adequate backups are being done at a frequency determined by the customer. The customer is solely responsible for the audit of these backups whether scheduled or arranged by SOUND STRATEGIES or by the customer. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in the loss of data.
Limitation of Liability and Indemnity – Customer Indemnity
You agree to indemnify, defend, and hold harmless SOUND STRATEGIES and all employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) asserted against or suffered by SOUND STRATEGIES arising out of any breach of this Agreement by you, your Users, or your customers.
Limitation of Liability and Indemnity – SOUND STRATEGIES Indemnity
SOUND STRATEGIES agrees to indemnify, defend, and hold harmless Customer from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorneys’ fees) asserted against or suffered by Customer arising out of any claim alleging that the Services as provided by SOUND STRATEGIES infringe any third party’s intellectual property rights.
With respect to Services rendered by SOUND STRATEGIES in the United States of America, this Agreement will be governed by, and construed in accordance with, the laws of the state of New York and all disputes arising out of or related to this Agreement will be brought exclusively in the courts located in the state of New York; provided, however, that neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.
Third Party Products
For your convenience, SOUND STRATEGIES may provide you access to Third Party Products through certain Third Party Vendors. Neither SOUND STRATEGIES nor any Third Party Vendor makes any representations or warranties of any kind, express or implied, regarding any Third Party Products. You agree that will not (a) copy any license keys or otherwise decrypt or circumvent any license key, (b) run Third Party Products on a second system or through any other hosting provider, (c) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on or during use of any Third Party Product, or (d) reverse engineer, decompile, or disassemble any Third Party Product, except to the extent that such activity is expressly permitted by the Third Party Vendor or applicable law. You agree to observe the terms of any license or applicable end user subscriber agreement for Third Party Products and SOUND STRATEGIES will not have any liability for your use of any Third Party Products or any violation of any license agreements or end user subscriber agreements that govern such Third Party Products. You will be solely responsible for any additional software of products that you install or use in conjunction with the Services.
The customer understands that the intent of these terms of service is to eliminate all liability of SOUND STRATEGIES and to completely indemnify SOUND STRATEGIES. The customer agrees that any exceptions to these terms must be clearly stated in a separate agreement and must specifically reference the relevant item in these terms of service.
Changes to Terms of Service
SOUND STRATEGIES reserves the right to change the terms of service. A revised Terms of Service will be posted at least 10 business days prior to its effective date. Your continued use of products and services provided by SOUND STRATEGIES following the posting of changes to these terms will constitute acceptance of these changes.