Cedar Valley Service Agreement Terms and Conditions:
1.The following terms and conditions, the Order Confirmation, and any Change Order are collectively referred to as the “Agreement.” Customer desires to use, and Cedar Valley, Inc. (“Cedar Valley”) desires to provide to Customer, subject to the terms and conditions set forth in this Agreement, the services set forth in the Order Confirmation (each, a “Service” and together, the “Services”). This Agreement becomes effective on the date the “ACCEPT” button on the Order Confirmation is clicked (the “Effective Date”). Capitalized terms used (a) in the Order Confirmation but not defined therein have the meaning set forth in these terms and conditions and (b) in these terms and conditions but not defined in the sentence within which the term is used have the meanings set forth in Paragraph 8 below. In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Cedar Valley agree to the following terms and conditions.
2. PAYMENT. Customer will pay Cedar Valley all amounts due under this Agreement, and Customer hereby irrevocably authorizes Cedar Valley to charge the credit card or other payment method provided for any such amounts when due. Amounts due will be automatically charged, in advance, and are not refundable. If Customer’s credit card expires, Customer hereby gives Cedar Valley permission to submit the credit card charge with a later expiration date. time. If Cedar Valley does not receive timely payment of any amount due under this Agreement, Customer agrees to pay all amounts due pursuant to this Agreement upon demand and will reimburse Cedar Valley for all charges and fees Cedar Valley incurs in collecting payment.
3. INDEMNIFICATION. Customer agrees to indemnify, defend and hold harmless Cedar Valley, its successors, officers, directors, employees, designees and agents (the “Indemnified Parties”) from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) (“Claims”) relating to or arising from the Customer Content, Customer’s use of the Services, or breach (or alleged breach) of Customer’s representations, warranties and covenants under this Agreement. If Customer is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer waives any Claims it may have against Cedar Valley arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless the Indemnified Parties against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.
4. DISCLAIMERS. THE SERVICESAND CEDAR VALLEY DISTRIBUTION NETWORKARE PROVIDED ON AN “AS IS” BASIS. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, CEDAR VALLEY MAKES NO,AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANYKIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF — USE THEREOF. CEDAR VALLEY IS NOT PERMITTED TO PROVIDE,AND DOES NOT PROVIDE, LEGAL ADVICE,AND CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE
5. LIMITATIONS. CEDAR VALLEY WILL NOT BE LIABLE TO CUSTOMER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM CUSTOMER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF WHETHER CEDAR VALLEY WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. CUSTOMER SHALL HAVE NO RECOURSE AGAINST CEDAR VALLEY OR ITS DESIGNEES ANY EVENT, CEDAR VALLEY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER THE CA– USE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE AMOUNTS PAID BY CUSTOMER TO CEDAR VALLEY
6. GENERAL. This Agreement (a) is governed by the laws of the State of Iowa, excluding its conflict of laws principles, (b) may be amended only in a writing signed by both parties or by Cedar Valley e-mailing revised terms and conditions to Customer or posting revised terms and conditions in Cedar Valley terms area of their website (c) constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. The exclusive venue for any dispute relating to this Agreement shall be Cedar Rapids,Iowa , and Customer hereby waives any jurisdictional, venue or inconvenient forum objections thereto. CEDAR VALLEYANDCUSTOMER EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL.
7. Prior to initiating any legal action, the initiating party shall give the other party 60 days written notice of its intent to file an action. Cedar Valley will provide such notice by e-mail to Customer’s e-mail address on file with Cedar Valley, and Customer must provide such notice by e-mail email@example.com. During such notice period, the parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement and expiration of the notice period, any controversy, claim, or dispute arising under or relating to this Agreement shall finally be settled in a court of competent jurisdiction as set forth herein. Cedar Valley may assign this Agreement, in whole or in part, and the parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent. For the avoidance of doubt, Cedar Valley is an independent contractor of Customer and does not have the authority to make any commitment of any kind that is binding on Customer. Customer expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Customer in relation to the Services shall be of no effect and may be accepted for administrative convenience only.
8. ELECTRONIC CONTRACT. This Agreement is an electronic contract that sets out the legally binding terms of the Services. Customer (or its authorized agent) indicates acceptance of this Agreement by clicking on the “ACCEPT” button. This action creates an electronic signature that has the same legal force and effect as a handwritten signature on a written contract under any applicable law or regulation, and is equally binding. By clicking on the “ACCEPT” button, Customer (or its authorized agent) acknowledges reading and accepting this Agreement and represents, warrants and agrees that Customer (or its authorized agent) has the power, authority and legal right to enter into this Agreement on behalf of Customer.
9. CONFLICT PROVISIONS- IF ANY PROVISIONS OF THE AGREEMENT ARE IN CONFLICT WITH ANY STATUTE OR TULE OF LAW OR ANY STATE OR TERRITORY WHEREIN IT MAY BE SOUGHT TO BE ENFORCED, THE SUCH PROVISIONS SHALL BE DEEMED NULL AN VOID TO THE EXTENT THAT THEY MAY CONFLICT THEREWITH, BUT WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF.