Terms and Conditions
CHAP National Reference Collection
ADDITIONAL END USER TERMS AND CONDITIONS
The following end user terms and conditions shall be incorporated into any and all terms and conditions provided to a Customer:
Restrictions on Use. Customers are specifically not authorized to and are forbidden from reselling, transferring or distributing any products, services or deliverables (or any thereof) provided hereunder on a standalone basis or as a component of another product or service. The right to use the products, services or other deliverables provided hereunder does not, in and of itself, include or carry any right of Customer to any CHAP technology or intellectual property. Customer may not attempt to reverse engineer, modify or create derivative works of any of products, services or other deliverables provided hereunder.
DISCLAIMER OF WARRANTIES. CHAP PROVIDES NO WARRANTIES TO ANY CUSTOMER, ITS OFFICERS, TRUSTEES, EMPLOYEES, STUDENTS, AGENTS OR REPRESENTATIVES, WHETHER EXPRESS, IMPLIED (BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE) STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, AS TO THE QUALITY, CONDITION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY PRODUCT, SERVICE OR OTHER DELIVERABLE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. CHAP HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, SERVICE OR OTHER DELIVERABLE, INCLUDING WITHOUT LIMITATION ANY CLAIM OF INACCURATE, INVALID OR INCOMPLETE RESULTS. WITHOUT LIMITATION TO THE FOREGOING, CHAP SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER, ITS OFFICERS, TRUSTEES, EMPLOYEES, STUDENTS, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON ANY CUSTOMER OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF ANY PRODUCT, SERVICE OR OTHER DELIVERABLE.
Exclusion of Liability. CHAP shall have no liability to any Customer, its officers, trustees, employees, students, agents or representatives, including without limitation, for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not CHAP had been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
Nothing in this Agreement shall exclude or limit the liability of CHAP for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any matter for which it would be illegal to exclude or limit liability.
Indemnity. Customer will indemnify, hold harmless and defend CHAP and its affiliates, members, partners, officers, employees, representatives and agents (“Indemnitees”) against any and all claims, loss, liability or fees for death, illness, personal injury, property damage, and improper business practice arising out of or relating to Customer’s use of the products, services or other deliverables provided hereunder, except to the extent any such claims or losses are caused by intentional misconduct, gross negligence, or breach by Indemnitee.
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