Last modified: November 14, 2019
The following terms and conditions of service shall apply to all services proposed or provided by Nolocade (the “Service” or “Services”) and shall constitute an agreement (the “Agreement”) between Nolocade (“Nolocade,” “we,” or “us”) and the client (the “Client” or “you”).
By using our Services, you are agreeing to these terms. Please read them carefully.
We provide a broad range of Services and additional terms may be applicable.
Nolocade shall determine the manner in which the Services will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
Before commencing any Service, Nolocade may provide a written proposal which, once accepted, will become a binding agreement between the parties (the “Contract”). Your acceptance of the Contract constitutes your acceptance to this Agreement.
In order for Nolocade to effectively carry out the Services, you shall at all times make available to Nolocade all information and documents that Nolocade deems necessary for the Services. You also agree to provide all cooperation required for the proper and timely performance of the Services. The Client guarantees the correctness, completeness and reliability of any information provided to Nolocade.
Our fees are as specified in the Contract and as otherwise agreed upon during the course of the relationship. While we try to quote our Services in our proposal or Contract as accurate as possible, we also consider the changing needs of our clients. In the event that a variation or change is necessitated by the Services that you require, which variation or change materially changes the scope of our Services, we reserve our right to claim for further compensation.
Unless otherwise provided in the Contract, all payments shall be made within fifteen (15) days from invoice.
All work product resulting from the provision of the Services under the Contract shall become the property of the Client. You represent and warrant that you either own or have permission to use all the materials, content, data, and information you submit to us.
We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights.
Any times or dates set forth in the Contract for provision or completion by Nolocade of the Services are estimates only. The parties acknowledge that the time schedule set out for the performance of the Services may change. In no event shall Nolocade be liable for any delay in providing the Services.
Unless otherwise specified in the Contract, either party may terminate the Contract by providing 30 days written notice to the other party. If you terminate our Services, you agree to pay Nolocade a compensation equal to the agreed fees apportioned to the Services already rendered by Nolocade, plus additional costs incurred by Nolocade as a result of your early termination.
Nolocade reserves the right to suspend or terminate our Services in the event of delays in payment, non-payment, or your breach of this Agreement. Notwithstanding our suspension or termination of your Services for your breach, you agree to pay Nolocade for any outstanding fees due to Nolocade.
Nolocade provides its Services using a commercially reasonable level of skill and care. Other than as expressly set out in this Agreement, Nolocade does not make any specific promises about the Services. We provide our Services “as is” and we disclaim all warranties and conditions with respect to the Services including implied warranty of merchantability, fitness for a particular purpose and non-infringement.
You represent and warrant that your use of the Services will comply with applicable laws and regulations. You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this provision.
To the extent permitted by law, Nolocade will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages. You assume full responsibility for any loss that results from your use of our Services. Nolocade’s aggregate liability is limited to the amount you paid to us.
You agree to indemnify and hold us harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make. You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) any content or information you provide to us, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) any misrepresentations made by you, or (v) a breach of any representations or warranties you have made to us.
Nolocade performs its Services as an independent contractor and shall not be deemed an agent of the Client.
You may not assign any of your rights under this Agreement to anyone else.
This Agreement shall operate and be construed in all respects in accordance with the laws of the State of Michigan. You agree to submit to the personal and exclusive jurisdiction of the courts located in the State of Michigan to resolve any dispute or claim arising from this Agreement.
This Agreement constitutes the entire agreement between you and Nolocade and governs your use of the Services. In the event of any conflict between this Agreement and any additional terms, the additional terms will control.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Nolocade’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Nolocade will not be responsible for any failure to fulfill any obligations due to causes beyond its control.