11.1 1Place makes the following disclaimers:
(a) These Terms are based on the laws of the Unites states and the State of Delaware. We make no representation or warranty that the Services are appropriate or available for use in other countries or that the content satisfies the laws of other countries. You are responsible for ensuring that your access to and use of the Services is not illegal or prohibited, and for your compliance with applicable local laws.
(b) WHILE 1PLACE HAS TAKEN REASONABLE CARE IN PREPARING THE INFORMATION AT THE HEART OF ITS SERVICES, PARTICULARLY THE INFORMATION FOUND IN ITS CHECKLIST TEMPLATE OFFERINGS, 1PLACE; (1) DOES NOT REPRESENT THAT IT MEETS ALL THE HEALTH AND SAFETY OR OTHER LEGAL REQUIREMENTS OR GUIDELINES IN ANY JURISDICTION; (2) CANNOT ENSURE THIS VERSION IS THE MOST CURRENT VERSION OF THIS TEMPLATE; AND (3) DOES NOT WARRANT THAT THERE ARE NO ERRORS IN TRANSPOSING THE REGULATORY BODIES FORMS TO OUR DIGITAL TEMPLATES. You are urged to take your own legal and other advice from those qualified in your jurisdiction(s) to ensure that you comply with the obligations that apply to you and that you assume full responsibility to ensure the Documentation and Services meet your responsibilities under and comply with applicable laws.
(c) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. 1PLACE CHILDCARE DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES ABOUT OR RELATED TO YOUR USE OF THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND YOUR SOLE AND EXCLUSIVE REMEDY AGAINST 1PLACE FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. IPLACE CHILDCARE MAY ELECT TO PROVIDE ERROR CORRECTION FOR THE SERVICES, BUT HAS NO OBLIGATION TO DO SO.
(d) Limitation of Liability. 1PLACE CHILDCARE HAS NO LIABILITY TO YOU FOR ANY REASON. THE MAXIMUM LIABILITY OR 1PLACE TO YOU IS THE LESSER OF THE AMOUNT YOU HAVE PAID 1PLACE CHILDCARE DURING THE ONE MONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM OR $100.
(e) Limitation of Damages. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT OR OTHERWISE, WILL 1PLACE CHILDCARE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSSES RELATING TO INTERRUPTION OF BUSINESS ACTIVITIES ANY LOSSED OF EVEN IF 1PLACE CHILDCARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
11.2 1Place warrants that:
(a) the Subscription Services will function substantially as described in the Documentation;
(b) the Services will be provided with reasonable skill and care;
(c) to the best of its knowledge and belief, the Subscription Services do not infringe the copyright of any third party.
11.3 If the Subscription Services do not function substantially in accordance with the Documentation, 1Place will, at its option, either:
(a) modify the Subscription Services to conform to the Documentation; or
(b) provide a workaround solution that will reasonably meet your requirements.
If neither of the options in paragraphs (a) or (b) is commercially feasible, either party may terminate these Terms by giving written notice to the other party, in which case 1Place will refund to you all Subscription Fees pre-paid to 1Place for unused Subscription Services. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out in clause 11.2.
11.4 1Place will not be liable for a breach of the warranty in clause 11.2 to the extent of any non-conformance which is caused by use of the Subscription Services contrary to the Documentation and any other 1Place instructions, or modification or alteration of the Subscription Services by any party other than 1Place or 1Place’s duly authorized contractors or agents.
11.5 Notwithstanding clause 11.3, 1Place does not warrant:
(a) that your use of the Subscription Services will be uninterrupted or error-free;
(b) that the Subscription Services, Documentation and/or the information obtained by you through the Subscription Services will meet your requirements; and
(c) the accuracy, correctness, reliability and completeness of any information, formulae, or calculation provided through the use of the Subscription Services (together referred to as Calculations). You acknowledge the results from any Calculations are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not have been taken into account in the computation. To the maximum extent permitted by law, 1Place will not be liable for any form of loss or damage, arising out of or in connection with your reliance on and use of the Subscription Services. You agree that you will not rely solely on the Calculations and will carry out your own calculations (other than by using the Subscription Services) to verify the accuracy, correctness, reliability and completeness of the Calculations.
11.6 You acknowledge that:
(a) 1Place may rely on the provision of services by third parties (including data centre, telecommunications and outsourcing providers) in order to provide the Services (Third Party Providers) and that the Services may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers. 1Place, will where commercially feasible and practically available, use reputable Third-Party Providers to provide such services; and
(b) 1Place will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
11.7 Except as expressly set out in these Terms, the Services and the Documentation are provided on an “as is” basis and all representations, conditions or warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the Services are expressly excluded.
11.8.1 Indemnification. You will indemnify us against all Loss we suffer or incur as a direct or indirect result of:
(a) your failure to comply with these Terms, including any failure of a person who accesses and uses our Services, as well as any breach to your representations under these Terms; or
(b) your use of our Services, including any transaction you enter into using our Services; and
(c) in the case of legal service providers, any advice, Subscription Services, Templates or Derived Documents provided by you to your clients.
11.8.2 The parties agree that it is fair and reasonable that the parties are bound by this Agreement and in particular clauses 11.1 and 11.8.1.
11.8.3 You acknowledge and agree that no Authorized User (other than you) may make a claim in relation to these Terms provided that where any Authorized User suffers any loss or damage which, if suffered by you, would be recoverable from 1Place then you may make that claim on the Authorized User’s behalf. You will indemnify 1Place against any claims made by any Authorized User in relation to these Terms.
11.9 You represent and warrant that you are not a “Covered Entity” as defined by the Health Insurance Portability and Accountability Act of 1996 and implementing regulations, as amended (collectively, “HIPAA”)
11.10 This clause 11 will survive termination of these Terms.