Imbibe Solutions LLC Terms of Use
Last Updated: September 11, 2022
Please read these terms and conditions carefully.
Your use of the website located at and through www.Imbibe-Solutions.com, which is operated by Imbibe Solutions, LLC (Imbibe Solutions), and any of the services or products offered by Imbibe Solutions (collectively, the Services), is expressly conditioned on your acceptance of these Terms of Service (these Terms). By using the Services, you signify your assent to these Terms. If you do not agree with any part of these Terms, you must not use these Services.
MODIFICATION. Imbibe Solutions reserves the right, in its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of these Terms and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Imbibe Solutions. Imbibe Solutions may make changes to the Terms at any time without notice by posting updated Terms. If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance with these Terms, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Terms constitutes your complete and irrevocable acceptance of any and all such changes. Imbibe Solutions may change, modify, suspend, or discontinue any aspect of the Services at any time without notice or liability. Imbibe Solutions may also impose limits on certain features or restrict your access to parts or all of the Services without notice or liability.
OWNERSHIP. The Service, including the individual images, graphics, logos, text and layout is the property of Imbibe Solutions. IMBIBE SOLUTIONS, and all logos related to Imbibe Solutions are trademarks and/or service marks of Imbibe Solutions in the United States and/or other countries. The names of other companies and products displayed on the Service are the trademarks of their respective owners. All such trademarks, service marks and logos displayed on the Service, whether owned by Imbibe Solutions or various third parties, are referred to herein as the Trademarks. Except as otherwise granted in these Terms, no part of the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of content belonging to Imbibe Solutions or Trademarks.
DISCLAIMER OF WARRANTIES. The information and services on this site are provided for informational purposes only. THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS CONTAINED IN THIS WEB SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMBIBE SOLUTIONS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, IMBIBE SOLUTIONS DOES NOT WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS WEB SITE IS CURRENT, COMPLETE, OR ERROR-FREE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IMBIBE SOLUTIONS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE SUFFERED BY YOU IN ANY WAY ARISING FROM THE SERVICE OR YOUR USE OF THE RESULTS OR THE SERVICE REPORT. THE RESULTS OF THE SERVICES PERFORMED ACCORDING TO THE SERVICE ORDER ARE NOT PRE- DETERMINED OR CERTAIN. THE VALIDATION AS DETAILED IN THE SERVICE ORDER MAY RELY ON CERTAIN EXPERIMENTS, EACH WITH AN UNKNOWN OUTCOME. IMBIBE SOLUTIONS DOES NOT GUARANTEE, EITHER EXPRESSLY OR IMPLIEDLY, THAT THE RESULTS WILL MEET THE ACCEPTANCE CRITERIA SET OUT IN THE SERVICE ORDER, AND IMBIBE SOLUTIONS DOES NOT ACCEPT RESPONSIBILITY FOR FAILURE TO MEET ANY ACCEPTANCE CRITERIA.
LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT IMBIBE SOLUTIONS IS ONLY WILLING TO PROVIDE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF ITS LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD IMBIBE SOLUTIONS, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, LIABILITIES) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SERVICES. UNDER NO CIRCUMSTANCES WILL IMBIBE SOLUTIONS, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE REPORTS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
If, notwithstanding the foregoing exclusions, Imbibe Solutions or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Services, the liability of Imbibe Solutions shall in no event exceed the total amount paid for the applicable Services. In its sole discretion, in addition to any other rights or remedies available to Imbibe Solutions and without any liability whatsoever, Imbibe Solutions at any time and without notice may terminate or restrict your access to any component of the Service. Some states do not allow certain limitations of liability, so the foregoing limitation may not apply to you.
PAYMENT. Unless otherwise stipulated on the invoice, payment is due not later than fifteen (15) days following receipt of invoice. Imbibe Solutions may, in its sole discretion, apply a late fee in an amount of its choosing, not to exceed five percent (5%) of any unpaid amount that is past due. Upon thirty (30) days following receipt of invoice, the total unpaid fees (including any late fee assessed under this section) may, in Imbibe Solutions’s sole discretion, incur an additional one percent (1%) interest charge, compounded every thirty days that follow in which any portion of overdue fees remains unpaid. You further assume liability for all costs, including but not limited to reasonable attorneys’ fees and court costs, incurred by Imbibe Solutions in pursuing and securing full payment of fees. Imbibe Solutions expressly maintains the right to suspend Services to You when any amount of fees due remain unpaid and overdue, without lessening or otherwise altering Your obligations under these Terms.
INTELLECTUAL PROPERTY RIGHTS. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively Proprietary Material) that You see or read through the Services is owned by Imbibe Solutions. Proprietary Material is protected in all forms, media, and technologies now known or hereinafter developed. Imbibe Solutions owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Imbibe Solutions express prior written consent. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Imbibe Solutions. The service marks and trademarks of Imbibe Solutions, including without limitation Imbibe Solutions and Imbibe Solutions logos are service marks owned by Imbibe Solutions. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
GOVERNING LAW. These Terms and the performance thereof shall be governed by the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Charlottesville, Virginia, United States of America, in all questions and controversies arising out of your use of the Service and these Terms. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the Service must be brought within two (2) years from the date on which such claim or action arose or accrued. Imbibe Solutions controls and operates from its headquarters in the United States of America and it may not be appropriate or available for use in other locations. If you use this site outside the United States of America, you are responsible for following applicable local laws.
GENERAL. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Imbibe Solutions in any respect whatsoever. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. Imbibe Solutions may assign, convey, subcontract or delegate these Terms or any rights or obligations hereunder without restriction. In the event that any provision of these Terms is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms. These Terms, together with any agreements or other Terms and conditions incorporated or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and supersede any prior understandings or agreements whether oral or written.
Failure by Imbibe Solutions to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Imbibe Solutions with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect.
ASSIGNMENT. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND AGREE THAT YOUR USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.