This version is in effect since June 7, 2016.
If you do not agree to the terms of this Agreement and you have not registered, installed or used the Product, you may return the unused software to 1Source OHS, for a refund of the purchase price that you paid for the Product, provided that (i) you return the Product within the time period required by 1Source OHS (but in any event no later than ninety (90) days after the date of your purchase), (ii) you include with your return the original purchase receipt (or a valid copy thereof) and all packaging, documentation and other accompanying items, and (iii) you otherwise comply with all of the requirements of 1Source OHS’ return policy. If, and only if, 1Source OHS has a final sale policy whereby it does not accept product returns under any circumstances, you may contact 1Source OHS Customer Service at (855) 517-6872 (US). In such circumstances, 1Source OHS may, but will not be obligated to, accept the return of, and issue a refund for, the Product.
1. License Granted. Subject to the terms and conditions of this Agreement, 1Source OHS grants you a limited, non-transferable, non-sublicensable, non-exclusive license to use, during the term of your license, the SourceLink™ software (“the Software”) and content, subject to the limitations specified herein. 1Source OHS authorizes you to view or, at 1Source OHS’ discretion, download a copy of the Software solely for your personal use in connection with the practice of medicine, the receiving of treatment or management of employee treatment; provided, however, any participating health care provider (e.g., medical clinics) and participating business client (e.g., employer, employer Human Resource personnel, etc.) may allow any number of health care provider employees or contractors, or business client employees/patients to use the Product, but only in support of their personal, legal and professional needs. The Product and content are protected by copyright under both United States and foreign laws. The Product and content are the proprietary copyrighted property of 1Source OHS or its licensors. Title and ownership to the Product shall be and at all times remain with 1Source OHS and its licensors. The rights granted by 1Source OHS to you hereunder do not include the right to develop derivative or related works to the Product or content or any of the other bundle of copyrights afforded 1Source OHS or its licensors. You shall not, nor shall you cause or permit any third party to, under any circumstances, (a) distribute, rent, sell, lease or otherwise display, disclose, transfer or make available the Product to any third party; (b) modify, change, reverse assemble, reverse compile or reverse engineer the Product (including without limitation the Software), or otherwise attempt to discover any software source code or underlying proprietary information of 1Source OHS or its licensors; (c) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends (whether 1Source OHS’ or its licensors or partners) from the Product or content; or (c) copy the Product or content in any form, without the express written consent of 1Source OHS. You may not use or allow any person to examine the Product or content for the purpose of creating another system and you will not use or disclose any data or information relating to the Product, or the technology, ideas, concepts, know-how or techniques embodied in the Product, except as necessary to operate the Software as contemplated by this Agreement. You agree to use the Product only in accordance with its directions for use and only in connection with your needs relating to same (e.g., practice of medicine for participating health care providers such as medical clinics, human resource needs for participating business clients, and treatment for participating business client employees/patients). Any use of the Product not expressly permitted herein is a breach of this Agreement and may violate copyright, trademark, trade secret and other laws. All rights not expressly granted herein are reserved to 1Source OHS and its licensors. If you violate any provision of this Agreement, your permission to use the Product automatically terminates, and you must immediately destroy any copies you have made of the Product or any portions thereof including without limitation any notes or descriptions on how the Product operates, functions or performs.
2. License Fees. 1Source OHS currently charges fees for your access to or use of the Product as authorized in these Terms. These fees were agreed to upon purchase of the Product by the Subscription Agreement. 1Source OHS reserves the right, at any time, to modify License Fees for your access to or use of the Product, or any portions thereof. In all instances, you will pay and be responsible for paying any and all sales, use, excise, personal property or other taxes of similar nature levied upon License Fees or your access to or use of the Product (collectively, “Taxes”). If full payment of any License Fees is not received by 1Source OHS when due or if you do not strictly comply with any of the terms and conditions contained in these Terms, 1Source OHS may, at its sole option, suspend or terminate the License and deactivate the Password and your access to and use of the Product without any cure period or any notice to you.
3. Use of System; Disclaimers. The System is designed to allow users to coordinate, confirm, track and perform other services or obtain other information related to medical treatment via the Product. More information about supported functionality and capabilities of the Product is available at www.1sourceohs.com.
You acknowledge and agree as follows:
a. You are solely responsible for ensuring that all equipment connected to the Product is correctly and safely installed and maintained in proper working order. 1Source OHS will have no responsibility or liability whatsoever for any failure or malfunction of any computing device or other product or device connected to or interfacing with the Product, including computers and mobile devices.
b. You are solely responsible for the installation of the Product, for providing internet connectivity needed to operate the Product and for backups of the data entered into, used or collected by the Product. 1Source OHS will have no responsibility or liability for interruptions of electric power or internet connectivity, whether localized to you or 1Source OHS or applicable to the Product as a whole.
c. The Product may automatically download from a Site or Sites or other sources and install in or on any device certain updates for the Product including without limitation Web Interfaces, Software, Content or other parts of the Product, and you hereby consent to such downloading and installation without any separate notice thereof from 1Source OHS, and you also agree to receive and install such downloads. If you or 1Source OHS terminates the License or if you allow the License to expire or be subject to Suspension, your data (including any of your data stored on or in connection with the Product) may not be preserved.
d. 1Source OHS may change the Product, at any time without providing you notice and without having any liability to you or any other person or entity. 1Source OHS may post descriptions of changes to the Product, on a Site. If you do not agree with any such changes, your sole and exclusive remedy is to not use the Product. Your continued use of the Product, indicates your acceptance of and agreement to such changes.
e. You understand that any applications connected to the internet are subject to inherent risks common to the internet, such as hackers, viruses, et cetera. 1Source OHS will have no responsibility or liability for wrongful acts or conduct of any third party committed through use of the internet that may affect you or the Product. You agree that no data transmitted over the 1Source OHS networks, the internet, or through wireless means is or can be guaranteed to be secure. 1Source OHS does not guarantee that data submitted or transmitted to 1Source OHS will be free from unauthorized disclosure, access, misappropriation or intrusion.
f. Because your Device communicates with 1Source OHS by transmitting information through wireless means and over the internet, the availability of the Product cannot be guaranteed and is also subject to other limitations as may be specified by 1Source OHS from time to time, including the following restrictions: (a) your Device must be registered with 1Source OHS through the applicable Site, and the Product must be connected to your registered Device; (b) the Product is only available in the United States (except as may be specified otherwise by 1Source OHS from time to time in its sole discretion); and (c) the Product may not be available when the internet or your wireless connection or your mobile connection is not working properly.
4. Limited Warranty; Disclaimer.
a. The sole warranty provided by 1Source OHS with respect to the Product is a limited warranty, only during the period when the License remains in effect and has not been suspended or terminated, to use commercially reasonable efforts to correct or bypass a material defect in the Product, as determined solely by 1Source OHS based on 1Source OHS’ then-current published specifications for the Product, subject to these Terms (the “Limited Warranty”). The Limited Warranty does not extend to you unless you have accepted these Terms and remain bound by these Terms. The Limited Warranty is for your benefit only and may not be enforced by any other person or entity. The Limited Warranty will not apply to, and 1Source OHS will have no liability or obligation with respect to, problems or damage resulting from, but not limited to, any of the following: (i) accident, modification, neglect, abuse, careless or incorrect handling, misuse or improper operation, disassembly, misapplication or use under operating conditions not approved by 1Source OHS (including use of any Device with an improper voltage supply); (ii) problems relating to or residing in non-1Source OHS hardware, software or other items with which the Product is used; (iii) use in a manner or for a purpose for which the Product was not designed or not in accordance with 1Source OHS’ published documentation; and (iv) installation, modification, alteration or repair by anyone other than 1Source OHS or its authorized representatives.
b. THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PRODUCT OR THE ACCURACY OF THE INFORMATION OR DATA ACCESSIBLE BY MEANS THEREOF (IN SO FAR AS SUCH WARRANTIES MAY BE EXCLUDED UNDER ANY RELEVANT LAW), AND USE OF THE PRODUCT IS AT YOUR OWN RISK. 1SOURCE OHS, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS, CONTRACTORS, SUPPLIERS AND ANY OTHER PARTIES WHO MAY BE ASSOCIATED WITH THE PROVISIONING OF THE PRODUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES WITH RESPECT TO YOUR USE OF THE PRODUCT, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER 1SOURCE OHS, NOR ITS LICENSORS, CONTRACTORS, SUPPLIERS AND ANY OTHER PARTIES WHO MAY BE ASSOCIATED WITH THE PROVISIONING OF THE PRODUCT SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, SICKNESS, DEATH, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS OR REVENUES THAT MAY RESULT FROM OR IN CONNECTION WITH USE OF THE PRODUCT, OR ANY RELATED MATERIALS OR INFORMATION, WHETHER AS A CONSEQUENCE OF ANY OPERATIONAL FAILURE OF THE PRODUCT, INACCURACIES IN, OR ANY OMISSIONS FROM, THE INFORMATION, CONTENT OR DATA PROVIDED OR PROCESSED VIA THE PRODUCT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. THE INFORMATION PRESENTED VIA THE PRODUCT DOES NOT GUARANTEE ANY INSURANCE BENEFITS WILL BE PAID. Some states or other jurisdictions do not allow the exclusion of an implied warranty, so the above disclaimers may not apply to you, and you may have other legal rights that vary by jurisdiction. Where applicable, all implied warranties will be limited to the period during which the License remains in effect and has not been terminated or subject to Suspension.
c. 1Source OHS is not responsible for any loss of your data, or for any loss related to downtime associated with the use of the Product, whether through power outage, failure of internet or wireless connectivity, network disruptions, or otherwise.
5. Restrictions on Use. You will not (a) use, or cause or permit any other person or entity to use, the Product (or any Web Interfaces, Software, Devices, Device Code, user names, passwords or other portion of the Product or any materials or other items made available by 1Source OHS or its affiliates) (collectively, the “Materials”) to design, build, market, or sell any similar or substitute product or service, or (b) cause, perform, or permit (i) the copying, decompilation, disassembly, or other reverse engineering of the Product, or any other Materials, (ii) the transferring or purported resale, licensing or sublicensing of the Product, or any other Materials, or (iii) the removal, delivery, or exportation of Product, or any other Materials or any other act in violation of any relevant export laws or regulations. You will use the Product for your own personal purposes in accordance with the terms of this Agreement and only in connection with the practice of medicine, the receiving of treatment or management of employee treatment; provided, however, any participating health care provider (e.g., medical clinics) and participating business clients (e.g., employers, employer Human Resource personnel, etc.) may allow any number of health care provider employees or contractors, or business client employees/patients to use the Product, but only in support of their personal, legal and professional needs and in accordance with the terms set forth herein. You will not use the Product for rent or for hire. By using the Product, you will: (A) accurately furnish all contact and other information requested by 1Source OHS and notify 1Source OHS immediately of any change in such information, including a change in ownership of any Device or any entity which is a subscriber to the Product; (B) properly maintain your profile on the Product; (C) not use the Product, in violation of any laws, regulation or court order, or for any unlawful or abusive purpose; (D) not use the Product, in any manner other than as intended by 1Source OHS and expressly permitted by these Terms; (E) not use the Product, in any manner that could harm 1Source OHS, its service providers, its affiliates, or any other person; and (F) strictly comply with these Terms and any other requirements or restrictions requested or imposed by 1Source OHS from time to time.
6. INFORMATION YOU SUBMIT AND ACCESS: You agree to (a) obtain from your patients, employees and consultants all requisite written consents in order to utilize the capabilities of the Product in compliance with applicable laws and regulations, including, but not limited to HIPAA (hereinafter defined), and to carry out the purposes of this Agreement, (b) use any data provided via the Product, including but limited to IIHI (hereinafter defined), plan eligibility data, formulary data and claim history data, solely to carry out treatment, payment and health care operations described in § 164.506(c) of the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164 (the “Privacy Rule”); and (c) use all such data in compliance with the minimum necessary standard described in § 164.502(b) of the Privacy Rule. “IIHI” means all individually identifiable health information as defined in the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and the regulations promulgated thereunder, that is provided or received, directly or indirectly, by you via the Product. 1Source OHS shall use any data provided via the Product, including but not limited to IIHI, solely in connection with the provision of the Product features and functionality hereunder and as otherwise permitted in compliance with HIPAA. 1Source OHS may also de-identify and aggregate IIHI, which it may then use or disclose to others for its own purposes. The information you provide may be monitored to ensure the appropriate use of the Product or otherwise viewed in the course of system maintenance by 1Source OHS or its agents. You acknowledge and understand that individuals that perform these functions may have access to any information you disclose using the Product. 1SourceOHS is not responsible for any loss of your data, or for any loss related to downtime associated with the use of the Product, whether through power outage, failure of internet or wireless connectivity, network disruptions, or otherwise.
7. Operational Information. You will regularly review and are responsible for regularly reviewing the instructions, FAQ and user information available at www.1sourceohs.com and ensuring that every authorized user understands how to properly operate the Product, the Site and any Software.
8. Password and Your Security Obligations.
a. Upon registering for the Product through a Site, you will be required to select a unique user ID (“ID”) and password (“Password”) to access the Product through the Site or a Software. You will select the initial Password. If you lose your Password, you may request 1Source OHS to issue to you a replacement Password (randomly generated or not). Upon receipt of such replacement Password, you will immediately access the Product to change such Password to a new Password selected by you. You are encouraged to change your Password regularly. You are responsible for requesting 1Source OHS to issue to you a new Password if needed for any reason. Repeated incorrect attempts to log-on may result in deactivation of your Password or account, in which event you will need to request 1Source OHS to issue to you a new Password or unlock your account. In the event of a security breach of your password, you will provide such assistance to 1Source OHS as may be requested by 1Source OHS in the investigation of any unauthorized use and any enforcement proceedings in connection therewith. You will notify 1Source OHS of such security breaches immediately.
b. You acknowledge and agree that only one (1) user log-in account for the Product is available for each user (or in cases where user is an organization, one log-in account for each agent or employee registered with 1Source OHS). If you choose to permit others to use your ID for the Product, you will ensure that such other users comply with these Terms and use your e-mail address and Password to log-in to the Product. You will be solely responsible for taking all steps as are necessary or prudent to safeguard your Password. You will be responsible and liable for any use of the Product, by any person to whom you make your ID or Password available or to whom you otherwise make available any portion of the Product, as well as for all acts and omissions of others who use your ID (including any person to whom you sell or transfer any Device), whether or not such person’s use of your account or Password was authorized by you.
c. You acknowledge and agree that the Product has multiple security setting options. The Product’s default setting, and 1Source OHS’ recommendation, is the highest security level setting available on the Product. However, you have the option to set the Product to a lower level of security if you so choose. 1Source OHS will have no liability for any unauthorized access to or use of the Product, including as a result of your choice of security level settings.
d. You agree that 1Source OHS may, in 1Source OHS’ sole discretion, treat as you (or as an authorized user on your account) any person who presents your username/ID and Password or any other credentials that 1Source OHS deems sufficient for account access, and 1Source OHS will be entitled to disclose to such person your account information and permit such person to make changes in the Product.
9. Mobile Apps. 1Source OHS may from time to time make available Mobile Apps that permit the Product to be accessed and operated through smart phones or other mobile devices. Without limiting any restrictions set forth elsewhere in these Terms, the license granted to you for any Mobile App is limited to a nontransferable license to use the Mobile App on any mobile device that you own or control. The Mobile Apps are licensed, not sold, to you for use only under these Terms. This license does not allow you to use the Mobile Apps on any mobile device that you do not own or control, and you may not distribute or make the Mobile Apps available over a network, or where it could be used by multiple devices at the same time. Without limiting any of the other restrictions set forth in these Terms, you may not rent, lease, lend, sell, redistribute or sublicense the Mobile Apps, and you will not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any Mobile Apps, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with any Mobile Apps). Any attempt to do so is a violation of the rights of 1Source OHS and its licensors. If you breach this restriction or any other terms or conditions contained herein, you may be subject to prosecution and damages. These Terms will govern any upgrades provided by 1Source OHS that replace and/or supplement the original Mobile App, unless such upgrade is accompanied by a separate license designated by 1Source OHS, in which case the terms of that separate license will govern. 1Source OHS does not guarantee that the Mobile Apps will be available for, or function in connection with, all smart phones or other mobile devices. The additional content and services associated with a Mobile App may also change at any time in 1Source OHS’s sole discretion. In order to use such Mobile Apps, you must also purchase an appropriate data plan from your wireless carrier, in addition to paying the applicable License Fees. 1Source OHS is not responsible for overages or for actions that your wireless carrier may take against you for using data in violation of your wireless carrier’s service terms.
10. Additional Provisions for Mobile Apps. Mobile Apps may contain open source software and/or other modules or code provided by third parties. For Mobile Apps that you download from the iTunes® Store for use with your Apple Inc. (“Apple”) mobile device (“Apple Mobile Apps”):
a. You agree to the iTunes Store Terms of Service and you will only use the Apple Mobile Apps solely as permitted by the Usage Rules set forth in the Apple App Store Terms of Service (the “Usage Rules”), which you acknowledge you have had the opportunity to review; provided, however, that if these Terms include more restrictive terms than the Usage Rules, then such more restrictive terms will supersede the conflicting terms in the Usage Rules.
b. You acknowledge that these Terms are concluded between you and 1Source OHS only, and not with Apple, and that 1Source OHS, not Apple, is solely responsible for the Apple Mobile Apps and the content thereof.
c. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple Mobile App.
d. In the event of any failure of any Apple Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund to you the purchase price (if any) for the Apple Mobile App and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be 1Source OHS’ sole responsibility (subject to the qualifications, disclaimers and limitations set forth in these Terms).
e. You acknowledge that (i) in the event of any third party claim that the Apple Mobile App or your possession and use of the Apple Mobile App infringes that third party’s intellectual property rights, 1Source OHS, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, and (ii) 1Source OHS, not Apple, is responsible for addressing any of your claims or those of any third party relating to the Apple Mobile App or your possession and use of the Apple Mobile App, including (A) product liability claims, (B) any claim that the Apple Mobile App fails to conform to any applicable legal or regulatory requirement, and (C) claims arising under consumer protection or similar legislation, in each instance, subject to the qualifications, disclaimers and limitations set forth in these Terms (which will not be construed in a manner that would limit 1Source OHS’ liability beyond the extent permitted by applicable law).
f. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as a third party beneficiary thereof.
11. GENERAL: 1Source OHS makes no claims that the Product or content are appropriate or may be downloaded outside of the United States. Access to the Product may not be legal by certain persons or in certain countries. If you access the Product from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
12. Idea Submission. If you submit to 1Source OHS a comment, idea, recommendation, suggestion or any other material (“Feedback”) related to the Product (excluding any illegal content), including through a Site or a Software, you will and hereby do irrevocably assign to 1Source OHS, without further consideration, all of your right, title and interest in and to such Feedback, and all intellectual property rights related thereto, throughout the world, and acknowledge that 1Source OHS will be entitled to use and implement, and to authorize others to use and implement, such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent that the foregoing is deemed ineffective, you will and hereby do grant to 1Source OHS (and its successors and assigns) a nonexclusive, perpetual, irrevocable, world-wide, royalty-free, paid-up right and license, with the right to grant sublicenses to others, through multiple levels, to use, display, reproduce, modify and distribute and otherwise freely exploit the Feedback, in whole or in part, in any and all media, whether alone or together or as part of any material of any kind or nature. Without limiting any of the foregoing, 1Source OHS will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that 1Source OHS may determine. By submitting Feedback, you represent and warrant to 1Source OHS that (i) you have all necessary rights in and to such Feedback to do so and to provide the foregoing assignments and grants, (ii) none of the Feedback (or the information contained therein) infringes, misappropriates or violates any proprietary, intellectual property or other rights of any other person or entity, or contains any libelous, tortious, or otherwise illegal content.
13. Termination. You may terminate the License and your use of the Product without cause at any time, and 1Source OHS may suspend or terminate the License and your use of the Product without cause at any time; however, no refund of License Fees or subscription fees, if any, will be issued to you in connection with any termination. Additionally, any future license fees or subscription fees already agreed to by a subscription agreement are still owed and can be accelerated to be due upon termination. 1Source OHS may also terminate your access to and use of the Product at any time if you fail to pay License Fees or if 1Source OHS, in its sole discretion, determines that you have failed to strictly comply with these Terms. Termination will not relieve you of any obligation to pay License Fees or other obligations accrued prior to the effective date of termination.
14. Indemnity and Release; Limitation of Liability.
a. You will, at your sole cost, indemnify, defend and hold 1Source OHS, its affiliates, and its and their respective distributors, dealers, resellers, providers, suppliers, licensors, officers, directors, employees, agents, independent contractors and representatives (collectively, the “1Source OHS Indemnified Parties”) harmless from and against any and all losses, damages, and expenses (including attorneys’ fees and costs and expenses of investigation) arising or resulting in any manner from your breach of or other failure to strictly comply with these Terms or from any access to or use of (or the inability to access or use) the Product, or any portion thereof. YOU HEREBY RELEASE AND WILL RELEASE 1SOURCE OHS AND THE OTHER 1SOURCE OHS INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE PRODUCT, INCLUDING CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE TOTAL OR PARTIAL FAILURE OF PERFORMANCE OF THE PRODUCT, EVEN IF CAUSED BY THE FAULT OR NEGLIGENCE OF 1SOURCE OHS OR ANY OTHER 1SOURCE OHS INDEMNIFIED PARTY, OR THE MALFUNCTION OF THE PRODUCT.
b. 1Source OHS is not assuming responsibility or liability for any losses or damages (including any direct, indirect, special, reliance, incidental or exemplary damages and consequential damages or loss of anticipated profits, attorneys’ fees or economic loss), irrespective of the cause, that may occur even if due to 1Source OHS’ negligent performance or failure to perform any obligation under these Terms or any other basis. In the event of any breach of these Terms by 1Source OHS, your sole and exclusive remedy, and 1Source OHS’ sole and exclusive obligation, will be, at 1Source OHS’ option, for 1Source OHS to use commercially reasonable efforts to refund of the applicable License Fee (if any) paid by you for the portion of Product that is the subject of such breach by 1Source OHS.
c. In the event that, notwithstanding these Terms, 1Source OHS is held to be liable to you, or any invitees, agents, employees or other person or entity, regardless of the legal theory asserted, whether arising out of contract, extra-contractually or in tort (including actions based on negligence, gross negligence, strict liability, and willful and/or intentional conduct), warranty, indemnity, or other theory of liability and whether related to the design, performance, use, defect or failure of a product or service, then to the maximum extent permitted by applicable law, the limitation of 1Source OHS’s liability for any and all harm, damages, injury or loss will not exceed, in the aggregate, the greater of $100 or the amount of License Fees (if any) actually paid by you to 1Source OHS during the twelve (12) month period preceding the last event giving rise to such liability. YOU HEREBY RELEASE AND WILL RELEASE 1SOURCE OHS AND THE OTHER 1SOURCE OHS INDEMNIFIED PARTIES FROM, AND WAIVE ALL CLAIMS FOR DAMAGES EXCEEDING THE LIMITS SET FORTH HEREIN FOR ALL HARM, DAMAGES, INJURY OR LOSS INCURRED, INCLUDING ACTUAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION OR LOSS OF DATA (DIRECT OR INDIRECT), GOODWILL, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, ATTORNEYS FEES, REPUTATION, REVENUE, OR PROFITS), EVEN IF FORESEEABLE OR THEY WERE ADVISED OR MADE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES AND REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, EXTRA-CONTRACTUAL LIABILITY, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, AND WILLFUL AND/OR INTENTIONAL CONDUCT), WARRANTY, INDEMNITY, OR OTHER THEORY OF LIABILITY. This limitation is a material inducement for 1Source OHS to furnish the Product to you. Some states or other jurisdictions do not allow limitations of liability, so the above limitations may not apply to you, and you may have other legal rights that vary by jurisdiction.
d. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT NO LAWSUIT OR ANY OTHER LEGAL PROCEEDING CONNECTED WITH THESE TERMS, OR THE PRODUCT WILL BE BROUGHT OR FILED BY YOU MORE THAN ONE (1) YEAR AFTER THE INCIDENT GIVING RISE TO THE CLAIM OCCURRED.
e. You understand and agree that these Terms, and particularly Sections 4 and 10, will (i) apply to and protect the employees, officers, shareholders, parent companies, directors, agents, licensors, representatives, subcontractors, affiliates and assignees of 1Source OHS and other 1Source OHS Indemnified Parties, and (ii) be binding on your heirs, administrators, custodians, trustees, agents and successors.
15. Compliance with Laws. You acknowledge and agree that you remain at all times solely responsible for any access to or use of the Product, by or through your ID or Password. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
16. Notices. You will address any written notice to 1Source OHS at 7501 W. 15th Ave., Gary, IN 46406 (USA) and 1Source OHS will address any written notice to you to your e-mail address provided when activating the Product; you hereby consent to receive all notices and other communications relating to the Product, so long as you use the Product and for a period of up to 180 days thereafter, at such e-mail address and agree that you are solely responsible for monitoring such e-mail address and updating the e-mail address if necessary.
17. Agreement and Amendment. These Terms are effective upon acceptance by you, supersede all prior agreements relating to the Product, with the exception of written Subscription Agreements signed by both parties, any Site and/or the Software, and constitute the entire agreement between you and 1Source OHS with respect to the subject matter hereof. There are no written or oral understandings that are not fully expressed in these Terms relating to such subject matter. License Fees are subject to change (including the imposition of new License Fees) by 1Source OHS on thirty (30) days’ notice to you, which notice will be deemed delivered to you if sent by 1Source OHS by electronic mail or by posting on the Site. 1Source OHS may update these Terms from time to time and will update the top of this page with the date such changes are made and/or when they become effective, and your continued use of the Product, indicates your agreement to such changes.
18. Enforcement. These Terms will be governed by and construed in accordance with the laws of the State of Illinois, of the United States of America, and exclusive jurisdiction of any dispute arising hereunder shall be in the state and/or federal courts in Chicago, Illinois, and all parties hereby consent to jurisdiction and venue in such courts. YOU AGREE THAT ANY CLAIM WILL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, THEREBY WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION relating in any way to a Dispute, WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY and agree to have such matter tried by a court without a jury.
19. Severability. If any provision of these Terms or the application of any such provision to any person, entity or circumstance shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms, which will remain in full force and effect, and will be binding upon the parties hereto and their respective heirs, executors, representatives, employees, affiliates, successors, and assigns. The parties intend that all disclaimers of warranties, limitations of liability, and exclusions of damages in these Terms will be upheld and applied to the maximum extent permitted by law.
20. Contact Us. Any questions, complaints or claims regarding these Terms or the Product (including any Software) should be directed to 1Source OHS at the Contact Us section of www.1sourceohs.com or (855) 517-6872 (US).
21. Language. These Terms may be provided in a language other than English as a convenience to you. Notwithstanding the existence of non-English language versions of this Agreement, you agree that the English language version is the only official version and in the event of a conflict between the English version and a version in any other language, the English version governs.