All Services will be provided to Customer according to the terms of this Agreement and one or more Schedules. Each Schedule includes a description of each Service, the fee corresponding to each Service, and indicates whether the fee is recurring or non-recurring.
For the Services provided under this Agreement, Customer will pay $222.00. If Customer has any undisputed charges outstanding beyond thirty (30) days, Customer will pay all costs incurred by ChaseLife Together, LLC. in the collection of charges due and payable, including reasonable attorneys’ fees, whether or not a suit is instituted. ChaseLife Together, LLC., at its option, upon written notice to Customer, may suspend the Services, in whole or in part, if ChaseLife Together, LLC. does not receive an amount due and owing under this Agreement within thirty (30) days after the due date.
3.1. Disclosure: Each party may disclose to the other party certain Trade Secrets and Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of this Agreement, “Trade Secrets” means information that is a trade secret under law; “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential; “Proprietary Information” means Trade Secrets and Confidential Information, collectively; the “Disclosing Party” refers to the party disclosing Proprietary Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Proprietary Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.
3.2. Confidentiality Recipient agrees to hold the Proprietary Information disclosed by Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Disclosing Party to any third party, or utilize the Proprietary Information disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated by this Agreement.
ChaseLife Together, LLC. shall indemnify, defend and hold Customer, its directors, officers and employees harmless from and against any and all Costs arising out of or relating to (1) the gross negligence or willful misconduct of ChaseLife Together, LLC., its affiliates, agents, servants, or employees, (2) any material breach of this Agreement by ChaseLife Together, LLC., its affiliates, agents, servants or employees, or (3) any claim that ChaseLife Together, LLC., in the course of providing Services hereunder, has violated any third party patent, copyright, trade secret or other intellectual property rights, provided that ChaseLife Together, LLC. shall have no obligation with respect to any Costs arising as a result of the negligence, willful acts or omissions of Customer, its directors, officers or employees or breach by Customer of any of its obligations under this Agreement, and provided further that Customer allows ChaseLife Together, LLC. to control, and cooperates with ChaseLife Together, LLC. in, the defense of any such claim and any related settlement negotiations.
5. WARRANTIES; DISCLAIMER:
5.1. ChaseLife Together, LLC. Warranty. ChaseLife Together, LLC. grants Customer a limited, nontransferable warranty that the Services will be performed in a workman-like manner in accordance with normally accepted industry standards. If ChaseLife Together, LLC. breaches the foregoing warranty, then Customer will notify ChaseLife Together, LLC. in writing of such failure within thirty (30) days after completion of the applicable Services, and Customer’s sole and exclusive remedy will be the re-performance by ChaseLife Together, LLC. of the nonconforming Services at no charge to Customer.
5.2. Disclaimer of Warranties. Except as expressly indicated herein, any services provided are provided "as is" with no warranties whatsoever, neither ChaseLife Together, LLC., its affiliates, licensors, or suppliers, nor their officers, directors, employees, shareholders, agents, or representatives makes any express or implied warranties, conditions, or representations to customer or any other person or entity with respect to the deliverables provided hereunder or otherwise regarding this agreement, whether oral or written, express, implied or statutory without limiting the foregoing, any implied warranty or condition of merchantability, the implied warranty or condition of fitness for a particular purpose and those arising from a course of dealing or usage of trade are expressly excluded and disclaimed.
6. TERM AND TERMINATION:
6.1. Term and Termination of Agreement The term of this Agreement will commence on the Effective Date and continue in effect for so long as any Schedule is in effect. Either party may terminate this Agreement upon not less than thirty (30) days written notice. This Agreement will automatically terminate if no Schedule is in effect for a period of ninety (90) consecutive days.
6.2. Effect of Termination Termination of this Agreement by either party will terminate each party’s obligations under this Agreement and all Schedules except that those provisions with respect to payments accruing prior to the effective date of such termination, and Sections 2, 5, 6 and 8 hereof will survive termination of this Agreement according to their terms.
7. LIMITED LIABILITY:
7.1. Damages Limitation CUSTOMER AGREES THAT CHASELIFE TOGETHER, LLC. AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND REPRESENTATIVES WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF CHASELIFE TOGETHER, LLC. HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING,AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
7.2. Maximum Liability IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CHASELIFE TOGETHER, LLC. AND CHASELIFE TOGETHER, LLC.'S AFFILIATES FOR ANY DAMAGES INCURRED BY CUSTOMER OR ANY OTHER PERSON EVER EXCEED THE FEES RECEIVED BY CHASELIFE TOGETHER, LLC. UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
7.3. The terms of sections 7.1 and 7.2 do not apply to ChaseLife Together, LLC. indemnify obligations under this Agreement.
8. GENERAL: This Agreement will be exclusively construed, governed and enforced in all respects in accordance with the internal laws (excluding all conflict of law rules) of the State of Georgia, as from time to time amended and in effect. Each party agrees that any claim or cause of action whether in law or equity, arising under or relating to this Agreement shall be brought in a court of appropriate jurisdiction in the State of Georgia, and the non-prevailing party shall be responsible for all costs, including attorneys’ fees, of the prevailing party.