This Agreement is by and between SAND Services Inc. ("SSI") a Delaware Corporation providing the TaskHeap.com service ("TaskHeap") and you. By using TaskHeap you agree to be bound by this agreement. SSI may amend this agreement from time to time, you agree to be bound by any changes SSI may reasonably make to this agreement when such changes are made.
Account security:
You agree you are entirely responsible for maintaining the confidentiality of your password and account information, and that SSI will not be liable for any loss you may incur as a result of someone else using your password or account.
No unlawful conduct or improper use:
You agree not to use TaskHeap for any purpose that is unlawful, and you agree to comply with any applicable local, state, federal and international laws, government rules or requirements. SSI reserves the right to disclose any information SSI deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
If you have purchased services, SSI has no obligation to monitor your use of the services. SSI reserves the right to review your use of the services and to cancel the services at its sole discretion.
Intellectual property:
You agree that SSI holds all rights, title and interest in the TaskHeap service, and acknowledge that no title or interest to is transferred to you.
Use of the TaskHeap service:
SSI provides the TaskHeap services "as is" without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
Limitation of liability:
IN NO EVENT SHALL SSI BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SERVICE, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF SSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, SSI's liability is limited to the full extent permitted by law. You agree that in no event shall SSI’s maximum aggregate liability exceed the total amount paid by you for the service in dispute purchased from SSI.
Disclaimer of warranties:
SSI expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. SSI makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. SSI does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.
Indemnification:
You agree to defend, indemnify and hold harmless SSI and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to your (including your agents affiliates, or anyone using your account, software or services with SSI whether or not on your behalf, and whether or not with your permission) use of the services you purchased from SSI or your breach of this agreement or incorporated agreements and policies. In addition, you agree to indemnify and hold SSI harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by you, or any allegation that your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of you elsewhere. Should SSI be notified of a pending law suit, or receive notice of the filing of a law suit, SSI may seek a written confirmation from you concerning your obligation to indemnify SSI. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that SSI shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify SSI of any such claim promptly in writing and to allow SSI to control the proceedings. You agree to cooperate fully with SSI during such proceedings.
Governing law, venue; waiver of trial by jury:
This agreement shall be deemed entered into in the Commonwealth of Massachusetts. The laws and judicial decisions of Middlesex County, Massachusetts, shall be used to determine the validity, construction, interpretation and legal effect of this agreement. You agree that any action relating to or arising out of this agreement shall be brought in the courts of Middlesex County, Massachusetts.
You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this agreement.
Waiver and severability:
The failure of SSI to enforce any of the provisions within this Agreement or its incorporated agreements and policies against you or others shall not be construed to be a waiver of the right of SSI thereafter to enforce such provisions.
You agree that the terms of this agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the agreement. The remaining terms and conditions of the agreement will remain in full force and effect.