Warranties
Synchronium Consulting represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws.
However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction.
Limitations on Warranty
Client must report any deficiencies in the services to Synchronium Consulting in writing, within 14 days of completion of the service in order to receive warranty remedies specified below.
The warranty herein is exclusive and in lieu of all other warranties, whether expressed or implied.
Exclusive Remedy
For any breach of the above warranty, Client's exclusive remedy, and Synchronium Consulting’s entire liability, shall be the re-performance of the services requested.
If Synchronium Consulting is unable to re-perform the Services as warranted, Client shall be entitled to recover the fees paid to Synchronium Consulting for the deficient services.
In no event shall Synchronium Consulting be liable for any consequential or incidental damages arising from any services provided hereunder, including but not limited to claims for lost profits or other economic damages.
Grant
Synchronium Consulting agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Client, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Client's prior written consent.
Any rights granted to Synchronium Consulting under this Agreement shall not affect Client's exclusive ownership of the work product.
Indemnity
Client agrees to release, defend, indemnify and hold harmless Synchronium Consulting and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any losses, damages or costs, including reasonable attorney's fees, resulting from any claim, action, proceeding suit or demand arising out of or related to Client's use of the products and services provided by Synchronium Consulting.
Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.
Client agrees that any action relating to or arising out of this Agreement, shall be brought in the courts of Vancouver, British Columbia, Canada.
