Terms of Use

1. SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement and the payment of applicable fees, CHRP will use commercially reasonable efforts to provide Client and Users (defined below) the Service during the Term for internal business use.

1.2 Subject to the terms and conditions contained in this Agreement, CHRP hereby grants to Client a non-exclusive, non-sublicensable, non-transferable license during the Term to: (i) use Downloadable Software (as defined below), in object code format, solely for Client's internal use in connection with its use of the Services; and (ii) use and make a reasonable number of copies of any documentation or other tangible materials provided by CHRP solely for Licensee’s internal business purposes in connection with Licensee's use of the Downloadable Software and/or Services during the Term (“Documentation”). As used herein, “Downloadable Software” means downloadable tools or other software that CHRP makes available for download specifically for purposes of facilitating access to, operation of, or use with the Services, and any updates CHRP may make available to such software from time-to-time. For the avoidance of doubt, Downloadable Software does not include Third-Party Products.

1.3 Access/Accounts: 

(i) User accounts are for use by employees of Client who: (a) are authorized to use the Service by Client; and (b) for whom access to the Services has been purchased hereunder (“Users”). CHRP will establish an account/profile for each User (“User Account”). User Accounts cannot be shared or used by more than one User. 

(ii) Client agrees that all usernames, passwords, access tokens, and other credentials or authentication information provided by the CHRP for access to the Service (collectively, “Access Credentials”) are to be kept strictly confidential. The Client shall ensure that Users also maintain the confidentiality of the Access Credentials. Client shall not, and shall ensure that its Users do not, share, disclose, or otherwise make available the Access Credentials to any third party without the prior written consent of the CHRP. Client is responsible for any unauthorized access or use of the Service that results from the Client’s or its Users’ failure to maintain the confidentiality of the Access Credentials. In the event of any suspected or actual breach of confidentiality regarding the Access Credentials, Client shall immediately notify the CHRP and cooperate with any necessary remediation efforts. 

1.4 Support

CHRP agrees to provide the Client with reasonable and necessary support services in connection with the Client's use of the Service. Such support services may include, but are not limited to, troubleshooting, assistance with functionality, and technical guidance as reasonably required to enable the Client to effectively use the Service. CHRP shall make support available during its regular business hours or as otherwise set forth in any applicable service level agreement. CHRP will use commercially reasonable efforts to respond to and resolve any issues reported by the Client in a timely manner. However, CHRP does not guarantee that all issues or defects in the Service will be corrected. 

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Client represents, covenants and warrants that Client will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) attempt to gain unauthorized access to the Service or its related systems or networks or circumvent any use restrictions; (iii) use the Service in violation of any applicable law or regulation or in violation of the rights of any third party; (iv) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (v) circumvent any user limits or other timing or use restrictions that are built into the Service; (vi) remove any proprietary notices, labels, or marks from the Service or documentation; (vii) frame or mirror any content forming part of the Service; (vii) access the Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service.

2.2 Client represents, covenants, and warrants that Client will use the Services only in compliance with CHRP’s standard published end user license, privacy and other policies provided to Client via the Service or otherwise (the “Policy”) and all applicable laws and regulations. Use of the Services is also governed by CHRP’s Privacy Policy and, where applicable, a Data Processing Addendum (DPA), both of which are incorporated herein by reference and made available at www.chrp.ai/legal. Users shall also be required to agree to and comply with any Policy set forth in the Service. Although CHRP has no obligation to monitor Client’s or any User’s use of the Services, CHRP may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing or any other restrictions set out in this Agreement. Prior to restricting access to the Service, CHRP will provide Client or the User, as applicable, reasonable notice and a reasonable opportunity for Client to resolve such concerns, unless doing so places CHRP at risk of violating any law or regulation or the rights of any third party.

2.3 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Upon request, CHRP will advise Client on the type of Equipment needed to support the Services. Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

3. DATA AND SECURITY

3.1 Data Backup. The Services do not replace the need for Client to maintain regular data backups or redundant data archives. CHRP HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.

3.2 Client Control and Responsibility. Client has and will retain sole responsibility for: (i) all Client Data (as defined below), including its content and use; (ii) all information, instructions and materials provided by or on behalf of Client or any User in connection with the Services; (iii) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (iv) the security and use of Client’s and its Users’ access credentials; and (v) all access to and use of the Services and Service Content directly or indirectly by or through the Client Systems or its or its Users’ Access Credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

3.3 On the termination or expiration of this Agreement, CHRP will promptly return to Client or securely dispose of all Client Data in its possession. If CHRP is not reasonably able to return or securely dispose of Client Data, including, but not limited to, Client Data stored on backup media, CHRP will continue to protect such Client Data in accordance with the terms of this Agreement until such time that it can reasonably return or securely dispose of such Client Data. 

3.4 Personal Information. 

(i) Definitions. Capitalized terms used herein shall have the following meanings:

(a) “Authorized Persons” means CHRP’s employees, contractors, and agents who have a need to know or otherwise access Personal Information (as defined below) to enable CHRP to perform its obligations under this Agreement, and who are bound by confidentiality and other obligations sufficient to protect Personal Information in accordance with the terms and conditions of this Agreement.

(b) “Data Breach” means any unauthorized access to, or acquisition, disclosure, or use of, Personal Information stored on CHRP’s systems that materially compromises the security, confidentiality, or integrity such information; provided, a Data Breach shall not include any unauthorized access or disclosure that is remedied by CHRP before it results in any material harm to Client or any User.

(c) “Personal Information” means information that Client provides or for which Client provides access to CHRP, or information which CHRP creates or obtains on behalf of Client, in accordance with this Agreement that: (a) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers, and government-issued identification numbers, e) Client's business contact information is not by itself Personal Information.

(ii) CHRP Obligations. CHRP will:

(a) comply with the terms and conditions set forth in this Agreement; 

(b) be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession by Authorized Persons;

(c) not disclose Personal Information to any person other than its Authorized Persons without Client’s prior written consent unless required by applicable law; and

(d) use and disclose Personal Information only for the purposes for which Client provides the Personal Information, or access to it, pursuant to the terms and conditions of this Agreement, and not use or otherwise disclose or make available Personal Information for CHRP’s own purposes without Client's prior written consent; provided: (x) CHRP shall have the right to use Personal Information in connection with Aggregated Data as set forth in Section 4.3 and Section 4.4(i); and (y) Aggregated Data shall not be deemed Personal Information.

(iii) Client Obligations. Client will:

(a) comply with the terms and conditions set forth in this Agreement;

(b) be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession; and

(c) comply with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to CHRP.

(iv) Data Security. CHRP agrees to implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Personal Information stored on CHRP’s systems. CHRP's security measures shall include, but are not limited to, reasonable measures to protect against unauthorized access to or use of such Personal Information while in CHRP’s control. However, Client acknowledges and agrees that no data transmission or storage system can be guaranteed to be 100% secure, and CHRP does not warrant or represent that Personal Information will be free from unauthorized access or disclosure despite the implementation of the foregoing safeguards.

(v) Data Breach. CHRP maintains a cyber incident breach response plan in accordance with generally accepted industry standards. (“Cyber Incident Response Plan”) and will implement the procedures required under such plan on the occurrence of a Data Breach. Such procedures include, without limitation: (a) CHRP will notify Client of a Data Breach as soon as reasonably practicable after CHRP becomes aware of the Data Breach; (b) promptly following CHRP’s notification to Client of a Data Breach, coordinate with Client, as necessary, to investigate the Data Breach in accordance with Service Provider’s current Cyber Incident Response Plan; and (c) promptly take all reasonable steps to mitigate the effects of the Data Breach.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of CHRP includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes Client Data (as defined below). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, but in no event shall the precautions to protect such information be less than the Receiving Party implements to protect its own confidential and proprietary information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public through no act or omission of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, as shown through written documentation, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party as show through written documentation. Notwithstanding the foregoing, if any Propriety Information is required to be disclosed by law rule or regulation or court order, the Receiving Party will promptly notify the Disclosing Party in writing prior to making any disclosure and will reasonably cooperate with any effort by the Disclosing Party to obtain a protective order or other remedy. 

4.2 Except for the limited rights granted herein, or as otherwise set forth in Section 4.4 below, Client shall own all right, title and interest including all Intellectual Property Rights (as defined below) in and to all data and information provided, or made available to CHRP via the Services, by Client or Users (“Client Data”), and all Client trademarks, trade names, service marks, copyrights and logos (“Client Marks”) that are provided to CHRP by Client in connection with this Agreement. Client hereby grants to CHRP a non-exclusive, worldwide, royalty-free and fully paid license to use the Client Data and Client Marks as necessary for purposes of providing the Services. 

4.3 Notwithstanding anything to the contrary, CHRP shall have the right collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom). CHRP shall have the right to use and disclose, during the Term and after, such information and data in an aggregated and/or anonymized form in any manner it determines in its sole discretion (including to improve and enhance the Services, for other development, diagnostic and corrective purposes, to develop additional CHRP offerings, or otherwise in furtherance of its business) (such aggregated/anonymized data is hereafter “Aggregated Data”).

4.4 CHRP Intellectual Property

(i) CHRP Data/Service Output. CHRP shall own all right, title, and interest, including all Intellectual Property Rights, to any and all Aggregated Data and any output from the Services that are made available to Client or its Users including, without limitation, “E-Scores” or other conclusions, expressions, ratings, grading generated by the Services via analysis of Client Data.

(ii) Services, Software, etc. The Services, Downloadable Software, Documentation, and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through the Services and all Intellectual Property Rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services, are owned by CHRP, its licensors, or both (“CHRP Materials”). Except for the limited use rights granted to Client in under this Agreement, neither Client nor Users acquire any right, title or interest in CHRP Materials or Aggregated Data. Any rights not expressly granted in this Agreement are expressly reserved by and for CHRP. 

4.5 For purposes of this Agreement, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 

4.6 CHRP shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service or any other offerings any suggestions, enhancement requests, recommendations or other feedback provided by Client or its Users relating to the use or operation of the Service.

5 PAYMENT OF FEES

1 In consideration for the provision of the Services, Client will pay CHRP the fees specified in this Agreement, as well as any other charges accepted by Client via an addendum or attachment to this Agreement (the “Fees”). Fees are billed as specified in this Agreement. If Client’s use of the Services exceeds any Service capacity identified as part of the Services or otherwise requires the payment of additional fees expressly set forth in this Agreement, Client shall be billed for such usage and Client agrees to pay the additional fees in the manner provided herein. CHRP reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term, upon thirty (30) days prior notice to Client (which may be sent by email). 

2 All Fees are exclusive of taxes. Client shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any federal, state or local governmental entity on any amounts payable by Client under this Agreement.

3 All Fees are non-refundable and non-cancelable. No prorated refunds, credits or upgrade or downgrade related refunds will be provided under any circumstances. Client agrees to pay CHRP for all charges at the prices then in effect for use of the Services by Client, Users or other persons (including, without limitation, Client’s agents, employees or contractors) using Client’s account. To the extent applicable, Client hereby authorizes CHRP to collect fees by charging the credit card provided to CHRP as part of Client’s account information or otherwise, either directly or indirectly, via a third party online payment service (“Electronic Payment”). CHRP may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by CHRP forty-five (45) days after the mailing date of the invoice. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, CHRP or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment. Any unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4 Notwithstanding anything herein to the contrary, CHRP may require Client advance payment or direct payment for any substantial orders placed via the Services. 

6 TERM; TERMINATION

1 Term. Subject to earlier termination as provided below, this Agreement shall remain in effect for the Term (as defined above), and shall be automatically renewed for additional periods of the same duration (the Term is defined to include any such renewal period), unless either party requests termination at least sixty (60) days prior to the end of the then-current Term. 

2 Termination. In addition to any other remedies it may have: 

1 CHRP may terminate this Agreement, at any time without cause, upon 90 days prior written notice to Client. In such case, CHRP shall be entitled to keep Fees paid for Services rendered and will, as applicable refund to Client any pre-paid Fees for any periods after the termination of the Service (less any outstanding moneys owed by Client to CHRP). 

2 Client may terminate this Agreement upon written notice received by CHRP ten (10) days prior to the end of any Trial Subscription Term specified herein. 

3 either party may terminate this Agreement by written notice to the other party effective as of the date specified in such notice, if the other party materially breaches this Agreement or such Service Order and such breach: (i) cannot be cured; or (ii) being capable of cure, remains uncured 30 days after the breaching party receives written notice thereof;

4 CHRP may terminate this Agreement, effective immediately, by written notice to Client if (a) there is a material adverse change in Client’s business or financial condition; (b) Client ceases doing business; or (c) applicable laws may materially interfere with CHRP’s ability to provide the Services; and

3 In the event of termination of this Agreement, all sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability. 

7 WARRANTY AND DISCLAIMER

1 Warranties: CHRP represents and warrants that:

1 it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner; 

2 it the Services shall substantially conform to specifications and all other statements or claims found in any Documentation describing the Services;

3 it will not knowingly provide Services that contain any computer code that would (or enable you to) disable software or impair in any way its operation based upon the elapsing of time, exceeding a specified number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms;

4 it has the right and license to provide and distribute the Services as contemplated by this Agreement; and 

5 if the Service is expected to be temporarily unavailable for scheduled maintenance, either by CHRP or by third-party providers, or because of other causes beyond CHRP’s reasonable control, CHRP shall use commercially reasonable efforts to provide advance notice in writing (which may include as post in the Service) or by e-mail of any scheduled service disruption.

2 DISCLAIMER OF WARRANTIES 

ALL SERVICES, DOWNLOADABLE SOFTWARE, DOCUMENTATION, AND OTHER CHRP MATERIALS, INCLUDING ANY PROFESSIONAL SERVICES, ARE PROVIDED “AS IS” AND CHRP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE CHRP MATERIALS OR RESULTS OF THE SERVICES, WILL MEET CLIENT’S OR ANY USER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

8 LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER CHRP NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT, OR TERMS AND CONDITIONS RELATED THERETO, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (III) FOR ANY MATTER BEYOND CHRP’S REASONABLE CONTROL; OR (IV) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9 INDEMNIFICATION

1 Subject to this Agreement, CHRP shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys’ fees) awarded to a third party against Client by a court of competent jurisdiction in any actions, lawsuits, or proceedings made or brought against Client by a third party alleging that the use of the Service as contemplated hereunder infringes any US patent, copyright or other intellectual property right of a third party (“IP Claims”), subject to the condition that Client (i) promptly gives written notice of each IP Claim to CHRP; (ii) gives CHRP sole control of the defense and settlement of each IP Claim (provided that CHRP may not settle or defend any IP Claim unless it unconditionally releases Client of all liability); and (iii) provides to CHRP all reasonable assistance in respect to each IP Claim.

2 If (i) CHRP becomes aware of an actual or potential IP Claim, or (ii) Client provides CHRP with notice of an actual or potential IP Claim, CHRP may at CHRP’s sole option and determination: (a) procure for Client the right to continue to use the Service; or (b) replace or modify the affected part of the Service with equivalent or better functionality so that Client’s use is no longer infringing; or (c) if (a) or (b) are not commercially reasonable, terminate provision of the Service and refund to Client any pre-paid Service fees for any periods after the termination of the Service, less any outstanding moneys owed by Client to CHRP.

3 Notwithstanding the anything in this Agreement to the contrary, CHRP’s indemnification obligations do not extend to (i) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other Intellectual Property Right by the combination of the CHRP Materials with other products, software or services not provided by CHRP; (ii) any IP Claim related to any Client Data, or (ii) any IP Claim related to any use or exercise of any other right in respect to the CHRP Materials outside the scope of the rights granted in this Agreement.

4 Subject to this Agreement, Client shall defend, indemnify and hold CHRP harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with: (i) Client or User’s use of the Service; (ii) violation of this Agreement by Client or User; (ii) violation of any rights of another or any applicable law or regulation by Client or User; and (iii) any actions, lawsuits, or proceedings made or brought against CHRP by a third party alleging that the Client Data, or Client’s use of the CHRP Materials in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party or has caused damage to a third party’s property (“Client Claims”); provided, that CHRP (a) promptly gives written notice of each Client Claim to Client; (b) gives Client sole control of the defense and settlement of each Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases CHRP of all liability); and (c) provides to Client, at Client’s cost, all reasonable assistance in respect to each Client Claim.

10 FORCE MAJEURE

In no event will CHRP be liable or responsible to Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond CHRP’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. 

11 NO CLASS ACTION

TO THE EXTENT ALLOWED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

12 DISPUTE RESOLUTION & ARBITRATION

1 The parties agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. If after 60 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with the terms below. 

2 The parties agree that any claim or dispute between arising under this Agreement, including any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, shall be resolved by binding arbitration in Williamson County, Tennessee administered by the JAMS under its commercial rules and procedures in effect when the claim is filed and as set forth at www.jamsadr.com. 

3 The parties further acknowledge and agree that the foregoing arbitration terms and any proceedings thereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

13 MISCELLANEOUS

1 This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

3 This Agreement is not assignable, transferable or sublicensable by Client except with CHRP’s prior written consent; CHRP may freely assign this Agreement and/or delegate its responsibilities hereunder. 

4 This Agreement (together with any attachments and any other documents or terms incorporated herein) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 

5 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind CHRP in any respect whatsoever. 

6 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 

7 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices to CHRP shall be directed to CHRP, Attn: Jeff Smith - CEO, 237 Circuit Rd. Franklin, TN 37064. 

8 CHRP has the right to refer to the Client, and Client’s use of the Service, in marketing materials, press releases, white papers and other sales and marketing materials. 

9 This Agreement shall be governed by the laws of the State of Tennessee without regard to its conflict of law’s provisions. Subject to Section 12, any litigation concerning this Agreement or any aspect of the relationship between the parties created by this Agreement shall be submitted to and resolved exclusively by a court of competent jurisdiction in Williamson County, Tennessee. 


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