Acceptance by Client of a Brokerage Agreement issued by The Solomon Brokerage Firm (“SBF”), represented in Estonia by Solomon Brokerage OÜ, to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and SBF with respect to the responsibilities of SBF and Client pursuant to the Brokerage Agreement and these Standard Terms and Conditions (collectively referred to as the “Agreement”). Client represents and warrants that:
1. it has the full authority to enter into the Agreement and to perform the acts or obligations required of it under the Agreement;
2. the execution of the Agreement and the performance of its obligations do not and will not violate any other agreement that it is a party to;
3. the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms.
The formation, construction, performance, and enforcement of the Agreement shall be in accordance with the laws of Tallinn, Estonia, correspondingly, without regard to its conflict of law provisions, as stated below under the Legal Issues section.
SBF shall provide only those professional services and/or products specified in the Agreement (the “Work”). Client understands and agrees that, unless listed in the Agreement, SBF is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Client requests and SBF agrees to perform any services that are in addition to or outside the scope of Work identified in the Agreement, Client shall promptly pay SBF for such services in accordance with the terms and rates shown in the Agreement or, if no such terms or rates are shown in the Agreement, in accordance with SBF’s standard terms and rates for the services performed.
SBF or Client may cancel this Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least sixty (60) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and mailed to the party’s address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.
Except as expressly set forth herein, SBF’s services are provided “as is”. SBF expressly disclaims all warranties, express, implied, or statutory, including but not limited to the implied warranties or merchantability or fitness for a particular purpose, and any warranties arising out of the course of dealing, usage, or trade. SBF does not warrant that the services will meet client’s specific requirements or that the services will be completely error-free, completely secure or uninterrupted. SBF shall not be liable to the client or any third party for any unavailability or inoperability of telecommunications systems, the Internet, search engines, social media sites, technical malfunction, computer error, corruption or loss of information, or other injuries, damages or disruption of any kind beyond the reasonable control of SBF. Client assumes all risks related to the processing of transactions related to electronic commerce. Client’s sole remedy for a breach of the foregoing warranty is to require SBF to correct or replace, at SBF’s election, the affected service if Client gives Notice to SBF of such breach within 6 months from the date the affected services were provided.
Except with respect to each party’s indemnity obligations hereunder, breach of a party’s confidentiality obligations and/or the gross negligence or willful misconduct of a party, in no event will SBF, it’s business owners, officers, or employees be liable for any special, indirect, incidental, or consequential damages (including without limitation, loss of use, data, business or profits or costs of cover) arising out of or in connection with the agreement, or professional errors or omissions, whether such liability arises from any claim based on agreement, tort (including negligence), product liability or otherwise, and whether or not client has been advised of the possibility of such loss or damage. SBF, its owners, officers of employees’ cumulative liability to the client, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to SBF by client pursuant to the previous three months of the agreement. SBF shall not be liable to client or client’s representatives for any harm resulting from any use of confidential information.
Client agrees to defend, indemnify and hold harmless SBF from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based upon a third party claim arising, directly or indirectly, out of the Client Content.
SBF’s headquarters are in Tallinn, Estonia, administrating services with two separate legal entities in each part of the world. Therefore, the formation, construction, performance, and enforcement of the Agreement shall be in accordance with the laws of Tallinn, Estonia, correspondingly, without regard to its conflict of law provisions. Any action or proceeding arising from a claimed breach of this Agreement shall only be brought in the appropriate state or and the laws of Tallinn, Estonia, correspondingly, and Client consents to the jurisdiction of such Tallinn courts (and appellate courts) and by agreeing waives the right to object to Tallinn venues or jurisdiction. Client also consents to in personam jurisdiction (personal jurisdiction) and agrees that service by registered mail, return receipt requested, is sufficient. If SBF prevails in any dispute arising out of this Agreement, SBF will be entitled to reimbursement for its expenses and costs (including attorneys’ fees), regardless of whether any legal action is filed. Any action or proceeding arising out of this Agreement must be instituted within two (2) years after such cause of action has accrued. Client acknowledges that if the remedy at law for any breach, or threatened breach of this Agreement, is by its nature inadequate to compensate SBF for the damages that are certain to result then SBF may seek temporary and/or permanent injunctive relief (an official order to stop!), and any other available equitable relief and/or damages, without any requirement to obtain a bond or prove monetary damages.
Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly, by reason of fire, earthquake, labor dispute (other than labor disputes of such party or its independent contractors and its employees), act of God, acts of terrorism, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond a party’s reasonable control.
Each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. Indemnification, Client’s Ownership and SBF’s Ownership and shall survive termination or cancellation of the Agreement.
For questions regarding our Standard Terms and Conditions, please email us at [email protected]