indemnification agreement pdf

These terms form part of the Agreement and are available at http://legal.hubspot.com/jurisdiction-specific-terms. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment. Also because the data never leaves your system it is a more secure option for confidential documents. This Agreement shall be interpreted under, and governed by, the laws of the state of _____. You will continue to be subject to this Agreement for as long as you have access to a HubSpot account. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. The document you requested could not be found. Effective Date and Duration. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees. Dr. Martin Luther King Jr. e. Payment. Export your HTML to Word or PDF. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. Paste content from Microsoft Word or Excel or write your text in the Visual Editor. Download: Adobe PDF, Microsoft Word (.docx), or Open Document Text (.odt) Use the template and write yourself or seek legal counsel. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted athttp://legal.hubspot.com will apply. Insert images with the file manager. 3.4 Payment against invoice. You can also create new content by typing directly into the Visual Editor box. All sales by Company shall be in accordance with the terms and conditions of this Agreement. c. Company shall package the Products for shipment in accordance with Distributors instructions. 10.5 Third Party Products. You can store many HTML files online. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement. g. The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of [ Number of years] years. Create email signatures with logos. An Event Agreement & Waiver, also sometimes called just an Event Agreement or Event Waiver, is a document through which two parties (the host and the renter) contract for the rental of a venue for a specific event. For the best experience use our site on a desktop. This provision of the agreement is the first thing that the reader usually sees and it is used to denote or identify what the agreements nature is, whether it is a confidentiality agreement, a purchase agreement, and so on. You own and retain all rights to the Customer Materials and Customer Data. PandaDoc is not responsible for examining or evaluating such Third Party Materials, and does not provide any warranties relating to the Third Party Materials. Attention INTERNET Users: Adobe Acrobat Reader (8.1.2 or higher) is required to open, fill in, and print out a form, EXCEPT Microsoft Word 2003 (or higher) is required to open, fill in, and print out any form whose title ends with "Microsoft Word". [1], Under current English law, indemnities must be clearly and precisely worded in the contract in order to be enforceable. We recommend you experiment with this option as it can work well for small images but you might have issues with a lot of large images. 4.1 Term and Renewal. We might provide some or all elements of the Subscription Service through third party service providers. The 'Limitation of Liability' sub-section in the Disclaimers; Limitations of Liability section of the GeneralTerms is revised to read as follows: "EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION, OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE HUBSPOT INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM". Synopsis The National Statement is intended for use by: any researcher conducting research with human participants any member of an ethical review body reviewing that research those involved in research governance potential research participants. d. Terms of Sale. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties. b. A signed document is important to have since it provides proof that an agreement exists and shows both parties agreed to identical terms. 10.7 Additional Coverage Terms. The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules. [29] Most clauses are quite broad. 5.3.2 Machine Learning. Responsive Preview: this gives you the option to see how your HTML looks on desktop, tablet, and mobile. [ Number business days of order acceptance]. 4. Apply a document theme that matches your company brand. 0000000770 00000 n Recovery is limited to the amount of the provable loss even if the face amount of the policy is higher. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. This allows the involved parties to negotiate future agreements while safeguarding either party against possible losses. Autonomy; Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. [13] Indemnity can be extremely costly since X's liability insurance typically does not cover claims against Y, but X still has to cover them. Make a confirm of proper interpretation. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, HUBSPOT CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. The contract made the buyers renovate the real estate and, the contamination incurred medical expenses for their manager, who had fallen ill. Once the contract was rescinded, the buyer could be indemnified for the cost of renovation as this was necessary to the contract, but not the medical expenses as the contract did not require them to hire a manager. d. Terms of Sale. Word To HTML is excellent for creating or converting single files, but for bulk converting documents you need our sister product Doc Converter Pro webapp. 11.12 Authority. "Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). The General Contractor is the party who originally entered into a contract with a client directly to perform construction services. The officers or leaders of a student organization may be directed to take action designed to prevent or end such violations by the organization or by any persons associated with the organization. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. See all integrations. [18], In 1999, the United States District Court for the District of Wyoming did not require a customer to indemnify a whitewater rafting company for injury to his wife since the wording may have applied only to him and his children, and clauses cannot be enforced in Wyoming to indemnify a company for its own negligence. We may suspend any Users access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the HubSpot email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or. 3.2 Fee Adjustments at Renewal. Weve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily legalese. You will comply with all applicable laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. All shipments will be made EXW Companys facility (Incoterms 2010). Termination. The officers or leaders of a student organization may be directed to take action designed to prevent or end such violations by the organization or by any persons associated with the organization. The preview options are below the Visual Editor to the right of the save buttons. [5], An indemnity is distinct from a guarantee, which is the promise of a third party to honor the obligation of a party to a contract should that party be unable or unwilling to do so (usually a guarantee is limited to an obligation to pay a debt). Our mission is to conserve and enhance our natural resources in cooperation with individuals and organizations to improve the quality of life for Iowans and ensure a legacy for future generations. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD$35,000), then the HubSpot Additional Coverage Terms available at Appendix 1 to these GeneralTerms will apply. A contract manufacturing agreement specifies all the responsibilities as well as the rights of both the manufacturing service provider and the client. Communications Pursuant to this Distributor Agreement and Orders. : This is the rulebook setting out what you can and cant do while using our products and services. e. Relationship of Parties. This Agreement (including each Order), along with our Privacy Policy at https://legal.hubspot.com/privacy-policy) is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. All sales by Company shall be in accordance with the terms and conditions of this Agreement. "Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://hubspot.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. Link ffnet sich in neuem Browserfenster. In addition to any other responsibilities stated in this Agreement, Company will: a. provide, at Distributors reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributors appointment. Choose from one of two options: Circulars arrayed bynumerical sequence; or Circulars indexed by major category. (a) unauthorized or illegal use of the Subscription Service by you or your Affiliates. It is commonly used in cases of cost optimisation and streamlining operations. Our Customer Terms of Service is a contract that governs our customers' use of the HubSpot services. DPA means the HubSpot Data Processing Agreement at https://legal.hubspot.com/dpa. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS. For further information on our modification rights that apply to your subscription, please refer to the Product Specific Terms. PAYPAL USER AGREEMENT About Your Account. https://www.whitehouse.gov/omb/information-for-agencies/circulars/?utm_source=link, Office of the United States Trade Representative, Executive Order Budgetary Impact Statements, Federal Information Resources / Data Collection, Preamble to the revision to OMB Circular No. If you are required to deduct or withhold tax from payment of your HubSpot invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the Deduction Amount). No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services. Dr. Martin Luther King Jr. This Agreement shall become effective on the date first written above and shall continue in effect for a period of [Number of years in effect] years. Theyll also explain which HubSpot entity youre contracting with, and which laws will govern our relationship. If you have legacy HubSpot products, we may choose to move you to our then-current products at any time. 0000000016 00000 n Once all cleanup options are selected click the greenClean Up My HTML button. You must keep all of your account information current. The National Statement is developed jointly by the National Health and Medical Research Council, the Australian Research Council We and our Affiliates may transfer Customer Data (including Personal Data) to the United States in connection with the Subscription Service. Government Customer's obligations in the Indemnification section of the GeneralTerms will only apply to the extent permitted by applicable law. Master Service Agreement: Two main reasons why master service agreements are commonly used in business transactions is because it allocates risks and provides indemnification to avoid further dispute. i. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent. Indemnity refers to the protection or security of one party (the indemnitee) against a loss or other financial claim. Cleanup or process your HTML without any restrictions. Each Party (Indemnifying Party) shall indemnify, hold harmless and defend the other Party (Indemnified Party) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other intellectual property of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose. 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