You may only use the Services to process a payment transaction for invoices from Brase Electrical Contracting Corp. You agree that you will not use the Services to process payment transactions for anything that violates this Agreement or applicable law.
Brase Electrical Contracting Corp. will not be a party to or otherwise assist you in any dispute that may arise between you and a third party with respect to a Payment Transaction. You agree to release Brase Electrical Contracting Corp. and its officers, employees, successors, insurers, and permitted assigns from all claims, demands, and damages arising out of or in any way connected with a dispute. You agree that you will not involve Brase Electrical Contracting Corp. in any litigation or dispute to any transaction. If you attempt to do so, you shall pay all costs and attorneys’ fees of Brase Electrical Contracting Corp. and its officers, employees, successors, insurers, and permitted assigns and shall provide indemnification as set forth below. This Agreement shall be governed by the laws of Nebraska. Each party agrees to submit to personal and exclusive jurisdiction of the courts located in Douglas County, Nebraska.
Customer agrees to indemnify, defend, and hold harmless Brase Electrical Contracting Corp. and its officers, employees, successors, insurers, and permitted assigns (collectively, “Indemnified Party”) against any and all liabilities, including, without limitation, losses; security or data breaches; damages; deficiencies; claims; actions; judgments; settlements; interest; awards; penalties; fines; costs; or expenses of whatever kind, including attorneys’ fees, expenses, costs, and fees related to enforcing any right to indemnification, and the costs of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party relating to, arising out of, or resulting from the use of the Website, except to the extent such liabilities, claims, or expenses arise from the sole gross negligence or willful misconduct of Brase Electrical Contracting Corp. Customer shall not enter into any settlement without the Company or Indemnified Party’s prior written consent. IN NO EVENT SHALL BRASE ELECTRICAL CONTRACTING CORP. BE LIABLE FOR LIQUIDATED, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND.
If any provision of these Terms is prohibited by law or held to be unenforceable, such unenforceability will not affect any other term or provision, and these Terms shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. On such a determination, the Parties will negotiate in good faith to modify these Terms so as to effect the original intent of the Parties to the greatest extent possible within the limits of applicable law.
Each provision in these Terms is severable and independent of any other provision and is to be enforced as such. Each provision shall apply regardless of any other contrary provision set forth, and regardless of the form of action.
In the event Brase Electrical Contracting Corp. does not insist upon the performance of any of these Terms or exercising any right hereunder, Brase Electrical Contracting Corp. shall not be deemed to have waived such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under these Terms.