11.1 1Place makes the following disclaimers:
(a) While we believe that we have taken reasonable care in preparing the Documentation and in providing the Subscription Services, 1Place does not represent that they meet all the health and safety or other legal requirements or guidelines in any jurisdiction and is not providing any sort of professional advice. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY LOSS, DAMAGE OR HARM RELATING TO OR ASSOCIATED WITH THE DOCUMENTATION AND THE SUBSCRIPTION SERVICES OR THEIR USE. USE AT YOUR OWN RISK.
(b) 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.
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 authorised 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 You will indemnify 1Place against all costs, losses, expenses and damages incurred through any claims against 1Place resulting from the use of the Services and the Documentation by you and other Authorised Users.
11.9 Except for a breach by either party of its confidentiality obligations:
(a) neither party will be liable to the other party for loss of profits, loss of revenue, loss of data, or any indirect, consequential or special loss or damage suffered or incurred by the other party as a result of anything done by the first party under these Terms; and
(b) 1Place’s liability arising out of all claims for loss or damage under these Terms will not exceed in aggregate an amount equal to the Fees actually paid by you to 1Place in the six months prior to time the liability arises.
11.10 You acknowledge and agree that no Authorised User (other than your) may make a claim in relation to these Terms provided that where any Authorised User suffers any loss or damage which, if suffered by you, would be recoverable from 1Place then you may make that claim on the Authorised User’s behalf. You will indemnify 1Place against any claims made by any Authorised User in relation to these Terms.
11.11 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”)
11.12 You shall defend 1Place against and indemnify it from any loss, cost, liability or damage (including reasonable attorneys’ fees and disbursements) arising from or associated with any breach of any of these Terms including your representations.
11.13 This clause 11 will survive termination of these Terms.