Although information transmitted to Yardesign BV is stored in secure operating environments, Customer understands that no data transmission over the Internet can be guaranteed to be 100% secure. Yardesign BV is not responsible for any interception or interruption of any communications through the Internet. Customer is responsible for maintaining the security of its networks, servers, applications and access codes.
The Services (including any associated software, hardware, websites, passwords, components and tools) are and will remain the sole property of Yardesign BV, respectively. Yardesign BV, respectively, will retain sole ownership of all rights, titles and interest in and to the Services, as well as any derivative works thereof, including but not limited to copyrights, patent rights, trademark and service mark rights, trade secret rights, moral rights, and all other intellectual property and proprietary rights ("Intellectual Property"). Customer agrees, on behalf of itself, its employees and agents, that it will not remove or alter any trademarks, or other proprietary notices, legends, symbols, or labels appearing in the Service or other materials delivered by Yardesign BV .
The Services may contain products of independent third parties, such as malware definitions or URL filters, algorithms and other propriety software. Yardesign BV makes no warranty as to the accuracy of any such third party information.
Customer agrees to indemnify, defend, and hold Yardesign BV harmless from and against any and all claims, liabilities, damages, fines, penalties, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (i) any breach by Customer of this Agreement; (ii) any information or content passing through the Services and/or Yardesign BV's network to or from Customer; (iii) any taxes arising from the Services whether now in effect or imposed in the future (excluding taxes based on Yardesign BV's income); and (iv) claims by third-parties arising from Customer's use of the Services (excluding claims that the Services, as provided by Yardesign BV , infringe third party intellectual property rights).
Yardesign BV agrees to defend, and hold Customer harmless from and against any and all claims through any of the following three methods: Yardesign BV may: (i) modify the Services to render them non-infringing; (ii) secure for Customer the right to use the Services; or (iii) terminate this Agreement. The foregoing states the entire liability of Yardesign BV with respect to infringement.
The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
The laws of The Netherlands, unless superceded by EU legislation, shall govern this Agreement and any interpretations or constructions thereof. Further, the place of performance and transaction of business shall be deemed to be in Rotterdam, The Netherlands. The parties hereby submit themselves to the personal jurisdiction of Binding Arbitration via a recognized Dutch or international (if located within the Netherlands) arbitration commission.
Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement must be filed within six months one after such claim or cause of action arises.
Customer agrees that Yardesign BV may identify Customer as a customer during the term of the Agreement in press releases, websites, newsletters, oral and written presentations, and other marketing and promotional material. Customer agrees to act as a reference and to provide comments for publication upon Yardesign BV's request, provided that such request does not impose an unreasonable burden on Customer.
Rights and obligations which by their nature should survive will survive the termination or expiration of this Agreement.