Acceptance of Terms
The services Work Hard PGH, LLC provides to Cooperative Members or Facilities Users (“You” or “Your”) are subject to the following Terms and Conditions (T&C). Work Hard PGH, LLC reserves the right to update the T&C at any time without notice to You.
Your cooperative membership or facilities use does not create tenancy, but rather provides You with a prepaid usage licence to access the provided amenities on a monthly or casual basis.
Last updated 3/29/2017
Description of Services
Work Hard PGH, LLC may provide You with access to office space, industrial space, warehouse space, workstations, internet services, office equipment, conference space, greenscreens, podcasting studios, and other services (collectively, “Services”). The Services at all times are subject to the T&C.
Fees and Payment
Basic access to Work Hard Pittsburgh, LLC facilities is $45/month. Additional charges may occur for dedicated or reserved space in facilities.
Your bank account or credit card will be auto debited each month. If You require an invoice, please request copies form firstname.lastname@example.org. Upon payment, a receipt will be provided to You electronically. Failure to make an auto payment will result in a revocation of your access rights and license. Retrieval of personal property left inside facilities will be coordinated with a site manager.
A second invoice will be issued at the end of each month and will include any variable and consumable charges, such as telephone usage, printing, copying, and access to cloud-based storage services that may have been incurred during the previous billing period. Payment for variable charges will be paid within 30 days of second invoice unless other arrangements have been made with Work Hard PGH, LLC. Work Hard PGH, LLC reserves the right to restrict access to variable and consumable services for accounts with outstanding balances.
Facilities and Maintenance
Work Hard PGH, LLC allows You to use facilities for workspace, events, instruction, and meetings. Your are responsible for the following immediately after facilities use:
- Resetting of moved furniture
- Disposal of all trash and recycling
- Removal of trash and recycling to outside dumpsters if indoor trash containers are full
A $25 cleanup fee will be charged to Your account if the above described maintenance is not performed.
No Unlawful or Prohibited Use
You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Work Hard PGH, LLC’s server, or interfere with any other party’s use and enjoyment of any Services.
You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Work Hard PGH, LLC server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should You post or download files that You know or should know are illegal or that You have no rights to.
You hereby represent and warrant that You have all requisite legal power and authority to enter into and abide by the terms and conditions of the T&C and no further authorization or approval is necessary. You further represent and warrant that Your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which You are a party.
Use of services
You agree that when participating in or using the Services, You will not:
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited messages (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Work Hard PGH, LLC servers or internet connections.
- Upload, or otherwise make available, file(s) that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless You own or control the rights thereto or have received all necessary consent to do the same.
- Use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another cooperative member or facility user.
- Download any file that You know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner.
- Restrict or inhibit any other user from using and enjoying the Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Service.
- Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
- Violate any applicable laws or regulations; or
- Create false identity for the purpose of misleading others.
Renewals and Terminations
This Agreement is automatically renewed at the end of each period with consent of each party.
The T&C must be adhered to at all times. Failure to follow T&C can result in non renewal or even early termination of the usage license. Work Hard PGH, LLC reserves the right to terminate any Service at any time, immediately and without notice, if You fail to comply with the T&C. This includes non-payment or violation of rules either written or communicated orally to You. Upon termination of license, Work Hard PGH, LLC will refund any amounts paid for unused periods that remain after deducting any pending charges on a pro-rata basis.
Your may terminate Your license at any time by giving written notice in the form of email. Termination shall be effective at the end of the month. If You terminate Your license, You will not receive a pro-rata refund for the unused portion of Services.
Obligation to Law
Your participation in and use of the Services provided by Work Hard PGH, LLC deems necessary that the company will satisfy any applicable law, regulation, legal process or governmental request, or edit, refuse to post, or remove any information or materials, in whole or in part at the sole discretion of Work Hard PGH, LLC.
Drug, Tobacco, Vaping, & Alcohol Policy
Smoking or vaping is prohibited inside all Work Hard PGH, LLC facilities. Consumption of alcohol is prohibited during normal business hours (8AM – 6PM, Monday through Friday), unless special event exceptions have been made. Event exceptions must be documented in writing.
Use of illegal drugs and possession of illegal substances is prohibited in all Work Hard PGH, LLC facilities. Persons, guest, or team members using Work Hard PGH, LLC facilities are prohibited from access while under the influence of illegal substances.
Violation of Work Hard PGH, LLC’s Tobacco, Vaping, & Alcohol Policy will result in immediate termination of Your access and license.
Guests from outside organizations must adhere to Work Hard PGH, LLC’s Tobacco, Vaping, & Alcohol Policy. Failure to do so will result in immediate notification of their direct supervisor and revoked access to the facility.
You acknowledge and agree that during Your participation in and use of the Services You may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Work Hard PGH, LLC or any participant of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Work Hard PGH, LLC, any analyses, compilations, studies or other documents prepared by Work Hard PGH, LLC or otherwise derived in any manner from the Confidential Information that You are obliged to keep confidential or know or have reason to know should be treated as confidential.
Your participation in and/or use of the Services obligates You to
- maintain all Confidential Information in strict confidence;
- not disclose Confidential Information to any third parties;
- not use the Confidential Information in any way directly or indirectly determined to be that of Work Hard PGH, LLC or any participant or user of the Services.
All confidential information remains the sole and exclusive property of Work Hard PGH, LLC or the respective disclosing party. You acknowledge and agree that nothing in this T&C or Your participation or use of the Services will be construed as granting any rights to You, by license or otherwise, to any Confidential Information or any patent, copyright or other intellectual property, proprietary right of Work Hard PGH, LLC, or any participant or user of the Services.
Participation in or Use of Services
You acknowledge that You are participating in or using the Services at Your own free will and decision. You acknowledge that Work Hard PGH, LLC does not have any liability with respect to Your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
Disclaimer of Warranties
To the maximum extent permitted by the applicable law, Work Hard PGH, LLC provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with You.
Exclusion of Incidental, Consequential and Certain Other Damages
To the maximum extent permitted by the applicable law, in no event shall Work Hard PGH, LLC or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Work Hard PGH, LLC, and even if Work Hard PGH, LLC has been advised of the possibility of such damages.
Limitation of Liability and Remedies
Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Work Hard PGH, LLC or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, Your, representatives, employees, successors and assigns under any provision of this T&C and Your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by You based on reasonable reliance up to Five Hundred Dollars ($500). The foregoing limitations, exclusions and disclaimers, including the previous sections shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Work Hard PGH, LLC, or any of the Work Hard PGH, LLC officers, directors, employees, personnel, agents, policies, services, or products, other than to comply with law.
You release, and hereby agree to indemnify, defend and hold harmless Work Hard PGH, LLC and Work Hard PGH, LLC subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that You bring a claim or lawsuit in violation of this agreement, You shall be liable for any attorney fees and costs incurred by Work Hard PGH, LLC or its respective officers and agents in connection with the defense of such claim or lawsuit.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WORK HARD PGH, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WORK HARD PGH, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
In the event that any provision or portion of this T&C is determined to be invalid, illegal, or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Work Hard PGH, LLC carries Liability and Business Personal Property insurance. As a user of the coworking space, it is Your responsibility to carry Your own Renters Insurance policy that covers Your equipment while occupying our space. Work Hard PGH, LLC is under no obligation to carry insurance that covers Your lost, stolen, or damaged goods as a result of Your use of Services provide. Please provide Work Hard PGH, LLC with a copy of Your policy for reference.
This Agreement is by and between Work Hard Pittsburgh, LLC (“WHPGH”) and the person agreeing to the terms and conditions of this document either online or in print form of this document (“Client”). WHPGH and Client, intending to be legally bound, agree as follows:
1. THE ENTIRE AGREEMENT.
Client acknowledges that this Agreement is a binding agreement (even if clicked-through online), and, further, that this Agreement is the final, complete and exclusive statement of the entire agreement and understanding between the parties. This Agreement supersedes any prior and contemporaneous proposals, requests for proposals, and all communications regarding the subject matter of this Agreement, whether oral or written. This Agreement may not be modified except by a written document which specifically references this Agreement and the specific term or condition to be modified, and is executed by the parties.
In addition to term otherwise defined, as used herein and throughout this Agreement: 1.1 Agreement means the entire content of this document (“Digital Service Contract”), and by this reference, incorporated with any other Supplements specifically designated in communications between the parties. 1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables. 1.3 Copyrights means the property rights in works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law. 1.4 Deliverables means the services and work product specified in the Supplements delivered by WHPGH to Client, in the form and media specified in the Supplements. 1.5 WHPGH Tools means all design tools developed and/or utilized by WHPGH in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements. 1.6 Final Content means all creative content developed or created by WHPGH, or commissioned by WHPGH, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and WHPGH’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials. 1.7 Final Deliverables means the final versions of Deliverables provided by WHPGH and accepted by Client. 1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by WHPGH and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Content. 1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Supplements. 1.10 Services means all services and the work product to be provided to Client by WHPGH as described and otherwise further defined in the Supplements. 1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration. 1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
Supplements to this Digital Service Contract shall be provided by WHPGH to Client, prior to the execution hereof, as part of the formation process for this Agreement. Supplements describe specific terms and conditions applicable to the Project set forth herein. By way of example, the parties may simply acknowledge by email communications that the attachments in an email are the Supplements to this Agreement. Supplements are subject to modification until the execution of this Agreement, which, thereafter, may be modified only as provided in this Agreement for amendments of this Agreement.
3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by WHPGH, Client shall pay to WHPGH fees in the amounts and according to the payment schedule set forth in the Supplements, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
4. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the WHPGH; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Supplements; (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and (d) compliance with all WHPGH administrative procedures, as established by WHPGH from time-to-time.
At all times, Client retains its copyright in its submitted work, content and/or developments. Upon Client’s full and final payment, all right, title and interest to the copyright in the Final Deliverables shall be and is hereby assigned to Client, except that no such assignment shall occur regarding any Third Party Materials, common tools, libraries or routines developed by WHPGH or third parties apart from this Agreement or as part of common distribution, or improvements thereto, regarding which Client shall have a perpetual royalty-free license to use the same for its internal purposes. At all times, WHPGH retains the right to reproduce, publish and display the Deliverables in WHPGH’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website. At all times, WHPGH shall be entitled to publish attribution for the services and results arising from or related to this Agreement and regarding Client.
6. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
7. RELATIONSHIP OF THE PARTIES
7.1 Independent Contractor. WHPGH is an independent contractor, not an employee of Client or any company affiliated with Client. WHPGH shall provide the Services under the general direction of Client, but WHPGH shall determine, in WHPGH’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. WHPGH and the work product or Deliverables prepared by WHPGH shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement. 7.2 WHPGH Agents. WHPGH shall be permitted to engage and/or use third party agents or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, WHPGH shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement. 7.3 No Solicitation. During the term of this Agreement, and for a period of one (1) year after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any WHPGH, employee or Design Agent of WHPGH, whether or not said person has been assigned to perform tasks under this Agreement (“Restricted Resource”); provided, however, that the Client may, on a non-exclusive basis, hire any person who was a Participant in Sessions for which Client was Sponsor (“Unrestricted Resource”), and provided further that, in such event of hiring an Unrestricted Resource, Client adheres to WHPGH’s Resource Engagement Protocol. In the event such employment, consultation or work-for-hire event occurs of a Restricted Resource, and without limiting other remedies to which WHPGH is entitled, Client agrees that WHPGH shall be entitled to an agency commission to be the greater of, twenty-five percent (25%) of either (a) said person’s starting salary with Client, or (b) fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. WHPGH, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity. 7.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by WHPGH, and WHPGH shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by WHPGH.
8. TERM AND TERMINATION
8.1 This Agreement shall commence upon the Effective Date and shall remain effective until the termination of the Sessions and delivery of the Final Deliverable. 8.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
- becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
- breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
8.3 In the event of termination under any circumstances, WHPGH shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by WHPGH or WHPGH’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. 8.4 In the event of termination by Client and upon full payment of compensation as provided herein, WHPGH grants to Client such right and title as provided for in Supplements of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination. 8.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
9.1 Waiver. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. 9.2 Notices. All notices to be given hereunder shall be transmitted in writing to the last known represented address of the respective parties, by overnight carrier or return receipt. Notices may be given by facsimile if a confirmation of sending is retained, and by electronic mail, if to the most recent completed communication email used and if a delivery receipt is retained. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt. 9.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that WHPGH may assign this Agreement to any affiliated company provided that the obligations herein are fully assumed. 9.4 Force Majeure. WHPGH shall not be deemed in breach of this Agreement if WHPGH is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of WHPGH or any local, state, federal, national or international law, governmental order or regulation or any other event beyond WHPGH’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, WHPGH shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. 9.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Pennsylvania without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the Commonwealth of Pennsylvania. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that WHPGH will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that WHPGH shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein. 9.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. 9.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
10. WARRANTIES AND REPRESENTATIONS
10.1 Client. Client represents, warrants and covenants to WHPGH that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
10.2 WHPGH. (a) WHPGH hereby represents, warrants and covenants to Client that WHPGH will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) WHPGH further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of WHPGH and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by WHPGH, WHPGH shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for WHPGH to grant the intellectual property rights provided in this Agreement, and (iii) to the best of WHPGH’s knowledge, the Final Content provided by WHPGH and WHPGH’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Supplements or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of WHPGH shall be void. (c) WHPGH does not represent that any Deliverables or work product are capable of registering as trademarks or patents, and Client is solely responsible to verify any brands or other properties for commercial use in the relevant marketplace. (d) Except for the express representations and warranties stated in this Agreement, WHPGH makes no warranties whatsoever. WHPGH explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.