Last Modified March 1, 2018
- Applicability.
- These terms and conditions of sale (these “Terms”), together with the Terms of Use for https://www.solvelearningdisabilities.com (the “Terms of Use”), which are incorporated herein by this reference, govern the sale of the goods (“Goods”) by Solve Learning Disabilities, LLC, a Utah limited liability company (“Seller”), to you (“Buyer”).
- The confirmation of sale emailed to Buyer following the consummation of the transaction contemplated hereby, these Terms, and the Terms of Use (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter hereof.
- Delivery. The Goods shall be available for digital download within a reasonable period of time after confirmation of Buyer’s payment for the Goods. Seller shall not be liable for any associated delays, nor shall Seller be obligated in any way to provide Buyer with physical copies of the Goods.
- No Warranty.
- SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
- Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
- Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. The information presented in the Goods are made available solely for general information purposes. We are not doctors, neurologists, psychologists, or any other type of licensed medical professional. As such, we do not warrant the accuracy, completeness or usefulness of this information or any portion thereof. Any reliance you place on such information is strictly at your own risk. Prior to using any information or material presented in the Goods in any way, you expressly acknowledge, represent, and warrant that you have taken any and all necessary steps to ascertain the appropriate use of any such information, including, without limitation, consulting with your doctor, neurologist, psychologist, or any other appropriate medical professional. We expressly disclaim all liability and responsibility arising from any reliance placed on the materials or information presented in the Goods, or by anyone who may be informed of any of its contents.
- Indemnification. Buyer shall indemnify, defend and hold Seller, its agents, representatives, officers and employees harmless from and against all claims, suits, judgments, costs, fines, damages, actions of any kind, losses, expenses (including attorneys’ fees) and liabilities arising out of, or in any way related to: (i) Buyer’s or any third party’s use of the Goods, any derivative product, or any product that incorporates the Goods or any portion thereof; or (ii) Buyer’s negligence or willful misconduct.
- Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Governing Law, Jurisdiction and Service of Process. This Agreement and the rights and obligations of the parties under this Agreement shall be construed in accordance with and governed by the law of the State of Utah, without giving effect to its conflict of law principles. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in Salt Lake City, Utah, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect to any such action or proceeding.
- Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Headings and Captions. The heading and captions of the various subdivisions of this Agreement are for convenience or reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions of this Agreement.
