By BizzyWeb Sample Clauses

By BizzyWeb. BizzyWeb hereby represents, warrants, and covenants to Client that BizzyWeb 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. BizzyWeb 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 BizzyWeb and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by BizzyWeb, BizzyWeb shall have received from such contractors all necessary rights, title, and interest in and to the Final Deliverables sufficient for BizzyWeb to grant the intellectual property rights provided in this Agreement, and (iii) to the best of BizzyWeb’s knowledge, the Final Art provided by BizzyWeb and BizzyWeb’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 Project Brief or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of BizzyWeb shall be void. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, BIZZYWEB MAKES NO WARRANTIES WHATSOEVER. BIZZYWEB 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.

By BizzyWeb. Subject to the terms, conditions, express representations and warranties provided in this Agreement, BizzyWeb agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with BizzyWeb’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses, or expenses arise directly as a result of negligence or misconduct of Client provided that (a) Client promptly notifies BizzyWeb in writing of the claim;