Term of Agreement
The term of the Agreement commences on the date RevNutrition delivers written (or electronic) confirmation of its acceptance of Client’s Order (the “Acceptance Date”), and terminates on the End Date set forth in the Order or forty-eight (48) hours after either party delivers written notice to the other of its intent to terminate this Agreement for any reason. In the event of any termination, Client shall remain liable for any amount due under an Order, which obligation to pay will survive any termination of this Agreement. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to confidentiality and any other provisions which by their nature should survive termination or expiration of this Agreement, shall so survive.
Acceptance/Rejection of Orders
Submission of your completed Order is merely an offer to RevNutrition to use commercially reasonable efforts to provide the services and deliver the deliverables described in the Order for the price proposed. The Order is not binding on RevNutrition unless or until RevNutrition delivers written confirmation of its acceptance of the Order to the Client. RevNutrition reserves the right, in its sole discretion, to accept or reject any Order. Acceptance of an Order only obligates RevNutrition to use commercially reasonable efforts to provide the services described in the Order. In the event RevNutrition rejects an Order, it may propose an alternative price and/or scope of work for the Order, in which such alternative proposal shall be merely an offer to the Client to provide such services and deliver such deliverables as specified in the alternative proposal. Unless otherwise stated in such an alternative proposal, the alternative proposal shall be valid for a period of thirty (30) days from the date of sending. If not accepted by Client (as confirmed in a writing received by RevNutrition) during such period, RevNutritions alternative proposal shall be automatically revoked
RevNutrition warrants that: (i) it will provide its services hereunder in a professional and workmanlike manner; and (ii) the third parties with which it contracts to assist it in obtaining respondents for surveys are required by their agreements with RevNutrition to comply with the federal CAN-SPAM Act. WITH THE EXCEPTION OF THE PRECEDING WARRANTY,REVNUTRITION MAKES NO WARRANTY WITH RESPECT TO ANY MATTER INCLUDING, WITHOUT LIMITATION, ITS SERVICES AND DELIVERABLES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY OR FUNCTIONALITY OF ANY ASPECT OF THE SERVICES OR DELIVERABLES HEREUNDER.
Limitations of Liability
In the event that RevNutrition fails to deliver any services or deliverables, including completed surveys, in accordance with, and within the time period(s) set forth in, the applicable Order, or in the event of any other failure, technical or otherwise of such services or deliverables, the entire liability of RevNutrition and the exclusive remedy of Client shall be limited to a full refund or future credit set forth in Paragraph 3 above. IN NO EVENT SHALL REVNUTRITION BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF REVNUTRITION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL REVNUTRITION'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM EXCEED THE AGGREGATE AMOUNT OF THE ORDER. Without limiting the foregoing, RevNutrition shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of RevNutrition. Client acknowledges that RevNutrition has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.