TERMS OF SERVICE
August 1, 2020
GermSafeSolutions LLC Company Terms and Conditions-
These Terms and Conditions apply to the services provided by GermSafeSolutions LLC (“GSS”, “we,” or “our”) as detailed in the Estimate that we have provided to you (the “Service”).
Acceptance. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of performance of the Services, whichever comes first. You acknowledge and agree that (a) you have not relied on any statement, promise, or representation made or given by or on our behalf, and (b) these Terms and Conditions, along with the written Estimate that you received from GSS (collectively, the “Contract”), make up the entire agreement between you and GSS.
Services and Warranty. We represent and warrant that we will perform the Services in accordance with the Contract, and in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services. We further warrant that we will maintain complete and accurate records relating to the Services provided under this Contract. We further represent and warrant that we use solutions that have been approved by the EPA. The EPA registrations for the solutions used by GSS are available at your request.
Disclaimer of Other Warranties. THE WARRANTIES SET FORTH IN THE PARAGRAPH ABOVE ARE EXCLUSIVE. WE DISCLAIM ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, INCLUDING WITHOUT LIMITATIONS ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, EFFECTIVENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, GSS MAKES NO CLAIMS OR STATEMENTS OR WARRANTIES REGARDING THE EFFECTIVENESS OF ITS SERVICES AGAINST ANY SPECIFIC PATHOGENS, VIRUSES OR BACTERIA.
Your Obligations. You represent and warrant that you have obtained any permissions, permits, licenses, approvals or otherwise that we may need to provide the Services at your location.
Fees; Payment. The fees for the Services (the “Fees”) are as provided in the Contract. You are responsible for any taxes associated with the Fees, and we reserve the right to charge reasonable additional fees and expenses that we incur in connection with the Services (“Additional Expenses”). Payment of the Fees and any Additional Expenses is due in full upon completion of the Services unless we have agreed in advance upon a different payment timeframe.
Termination. We can terminate performance of the Services immediately if you: (a) materially breach your obligations under this Contract; (b) fail to pay Fees or Additional Expenses when due; (c) become insolvent or subject to any proceeding under any bankruptcy law that is not fully stayed within 7 days or dismissed within 45 days after filing; (d) are dissolved or liquidated; or (e) make a general assignment for the benefit of creditors, Liability; Indemnification. GSS’s liability under the Contract shall be limited to money damages in an amount not to exceed the total Fees and Additional Expenses paid by you for the Services under the Contract. This liability shall be the extent of GSS’s liability regardless of the form in which any legal or equitable action may be brought and the foregoing shall constitute your exclusive remedy. In no event will GSS be held liable or be responsible for any consequential, special, indirect, incidental, exemplary or punitive losses or damages whether or not GSS knew or should have known of the likelihood of any losses or damages. Additionally, in no event shall GSS be held liability or responsible for: (a) any loss of profits, anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption or any third party claims; (b) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and (c) any losses caused directly or indirectly from the choice of Services and how they will meet your requirements. Nothing in these Terms and Conditions shall limit or exclude our liability for any matters for which it would be unlawful to exclude or limit liability. You shall indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you, your agents, or employees.
Insurance. We represent and warrant that we maintain in full force and effect, and at our sole expense, insurance policies protecting GSS against claims for injuries to persons or damages to property arising from or in connection with our performance of the Services.
Intellectual Property. We own all intellectual property rights, including but not limited to copyrights, trademarks, service marks, trade secrets, know-how, and other confidential information (collectively, “Intellectual Property Rights”) in and to all documents and any other materials related to the Services. We reserve the right to take action to prevent the infringement of our Intellectual Property Rights.
Assignment. You may not assign, transfer, delegate or subcontract any of your rights or delegate any of your obligations under this Contract without GSS’s prior written consent. We may assign any of our rights or delegate any of our obligations to any affiliate or to any person acquiring all or substantially all of our assets without your consent.
Governing Law. This Contract, and all matters arising out of or relating to this Contract, is governed by, and construed in accordance with, the laws of the State of Alaska, without giving effect to the conflict of laws provisions thereof.
Waiver of Jury Trial. BOTH GSS AND YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ANY CONTROVERSY THAT MAY ARISE UNDER THIS CONTRACT OR THE SERVICES.