- 1. Intellectual Property Rights – ABMC Inc. (DBA, Auto Repair Sale.COM) agrees to grant to you, the Buyer, a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Buyer as part of the Services. In respect to the Material specifically created for the Buyer as part of the Services, ABMC Inc. assigns the full title guarantee to the Buyer and any and all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material, ABMC Inc. shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for ABMC Inc. and the Buyer. Notwithstanding the foregoing, ABMC and its successors and assigns reserve the right to use any portion or the whole of any intellectual property contained in any Material for promoting and marketing ABMC and any of its services. Buyer acknowledges that ABMC, Inc. reserves the foregoing rights to use the intellectual property without providing any notice to Buyer.
For the purposes of this Clause, “Services” shall constitute ABMC Inc.’s business solutions service, and “Material” shall mean the materials, in whatever form, used by ABMC Inc. to provide the Services and the products, systems, programs or processes, in whatever form, produced by ABMC Inc. pursuant to this Agreement.
- 2. Warranty – ABMC Inc. represents and warrants that(i) it will perform the Services with reasonable care and skill; and (ii) the Services and the Materials provided by ABMC Inc. to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.
- 3. Limitation of liability – Subject to the Buyer’s obligation to pay to ABMC Inc. the Price agreed to between Buyer and ABMC Inc., either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
- 4. Relationship of the Parties – The Parties acknowledge and agree that the Services performed by ABMC Inc., its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
- 5. Withdrawal Miscellaneous – (i) Buyer may discharge ABMC Inc. at any time. ABMC Inc. may withdraw with Buyer’s consent or for good cause. If ABMC Inc. withdraws before completing ABMC Inc.’ duties under this Agreement, Buyer may be entitled to a refund of some or all of the Agreement Price, depending on the facts and circumstances. (ii) The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. (iii) If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected. (iv) This Agreement may not be amended for any other reason without the prior written agreement of both Parties. (v) ABMC Inc. shall not be held liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control. (vi) Nothing in this Agreement and nothing in ABMC Inc.’s statements to Buyer shall be construed as a promise or guarantee about the outcome of the Agreement. ABMC Inc. makes no such promises or guarantees. ABMC Inc.’s comments about the outcome of Buyer’s matter are an expression of opinion only. (vii) This Agreement shall be governed by the laws of the State of California and the parties agree to submit disputes arising out of or in connection with this Agreement to Central District Superior Court, in Santa Ana, California.