By entering into this CPI ToU and Agreement for Services, You represent that You have the authority to bind the entity on whose behalf You are acting to this CPI ToU and Agreement for Services, and the terms “You” and “Your” will refer to You and that entity. If You do not have that authority, or if You do not agree with any terms of the CPI ToU and/or Agreement for Services: (a) You must leave the CPI Website; (b) You may not use any tools, services, features, or materials made available on or through the CPI Website; and (c) You must delete any and all tools and materials that You may have downloaded from the CPI Website.
“SERVICES” AS USED HEREIN IS DEFINED AS THOSE TASKS LISTED IN THE CPI GENERATED QUOTATION (INCORPORATED INTO AND AN INTREGAL PART OF THE AGREEMENT FOR SERVICES) REQUIRED TO ACCOMPLISH THE DELIVERABLES PURCHASED BY YOU UNDER THIS AGREEMENT. ALL SERVICES ARE PROVIDED “AS IS” AND CPI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EXCEPT AS OTHERWISE EXPRESSLY STATED, IN NO EVENT SHALL CPI OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THIS DISCLAIMER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The CPI ToU and Agreement for Services are governed by the laws of the State of Indiana, without regard to or application of conflicts of law rules or principles, and You hereby consent to the exclusive jurisdiction of the federal and state courts located in Indianapolis, Indiana with regard to any dispute arising out of or related to this CPI ToU and/or Agreement for Services. If any provision of this CPI ToU, Agreement for Services, or part thereof is held to be unenforceable, that provision or part thereof will be removed, a substitute provision implied that meets as closely as possible the intent of the severed provision and the remaining provisions will remain in full force. The waiver by CPI of any default or breach of this CPI ToU and/or Agreement for Services shall not constitute a waiver of any other or subsequent default or breach. You may not assign, transfer, or encumber this CPI ToU and/or Agreement for Services, by contract or by law, in any way without CPI’s prior written consent; any attempted assignment, transfer, or encumbrance in violation of the foregoing shall be null and void and of no effect. No person that is not a party to this CPI ToU and/or Agreement for Services shall have or acquire any rights by reason of this CPI ToU and/or Agreement for Services, nor shall CPI have any obligation or liability whatsoever to any such person except as otherwise expressly set forth herein. This CPI ToU and Agreement for Services constitute the complete and exclusive understanding and agreement of CPI and You relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings, agreements, and communications, and or advertising with respect thereto.
You understand and agree that in connection with the CPI Website and or CPI Services, You may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of CPI, including, but not limited to, trade secrets, contractual terms, service records, marketing and business plans and technical information, and any other information that You reasonably should know is confidential (“Confidential Information”). You agree to hold and treat all Confidential Information in confidence, shall use such Confidential Information only in connection with Your exercise rights and performance of its obligations hereunder and shall not, without the prior written consent of CPI, disclose any Confidential Information except (a) disclosure by You to directors, officers, employees, agents and representatives, if any, on a need-to-know basis; (b) to the extent such Confidential Information becomes publicly available without breach of the CPI ToU and/or Agreement for Services; (c) to the extent such Confidential Information becomes known to You from a source other than CPI, other than by breach of a confidentiality obligation; and (d) as may be required by law, applicable regulation or judicial process, provided, however, that if You are required to disclose such Confidential Information by applicable law, regulation or legal process, You shall promptly notify CPI of such pending disclosure and consult with CPI prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. You agree any testimonial made on behalf of CPI may be used, in whole or in part, in connection with publicizing and promoting CPI. You authorize CPI, without further consideration, to use Your name, brief biographical information, and non-proprietary project information for descriptive purposes. You hereby irrevocably authorizes CPI to copy, exhibit, publish, or distribute the descriptive information for purposes of publicizing CPI’s services or for any other lawful purpose. You agrees that you will make no monetary or other claim against CPI for the use of the descriptive information. Your statements may be used in printed publications, multimedia presentations, on CPI’s website, or in any other distribution media. All files and records related to Your business shall be the property of You, and CPI shall not remove these files or records from Your facilities without the express consent of You.
CPI will indemnify, defend, and hold You harmless from and against any claims, liabilities, losses, expenses, or damages (collectively “Damages”) caused by the services performed or the work delivered by CPI under these terms infringing any copyright, trade secret or any other proprietary right of any third party. Excluded from such indemnification are any claims related to (i) services performed on equipment or software which You covenanted CPI had the rights to modify, (ii) services performed to Your specifications or design and, (iii) infringement resulting from or caused by Your misuse or unauthorized modification of systems or product. CPI will also indemnify, defend, and hold You harmless from and against any Damages resulting from CPI’s willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms, except to the extent such Damages are caused by the willful misconduct or negligence of You. CPI’s obligation to indemnify and defend You with respect to any claim shall be subject to (i) You providing CPI with prompt notice of such claim, (ii) CPI having sole control over the defense and settlement thereof, (iii) You providing CPI with the information and assistance necessary to defend or settle such claim as reasonably requested by CPI, and (iv) the limitations set forth hereafter. CPI WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF CPI’S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE. You acknowledge this limitation of liability is part of the consideration and was considered by CPI in establishing the prices and rates to be charged to You, which, but for this limitation, would have been higher. Your right to recover Damages is limited to the amounts paid to CPI hereunder. Any claim relating to or arising out of any breach or alleged breach of this Agreement for Services shall expire and shall be deemed to have been waived and released unless the aggrieved party shall have filed suit with respect to such claim in a court of competent jurisdiction within one (1) year following the date of the act or omission constituting such breach, irrespective of the date of discovery of such breach by the aggrieved party. THE PARTIES EXPRESSLY INTEND AND AGREE THAT THE FOREGOING LIMITATIONS PERIOD SHALL SUPERSEDE ANY STATUTE OF LIMITATIONS OR OTHER LIMITATION PERIOD THAT WOULD OTHERWISE APPLY TO SUCH CLAIM UNDER ANY STATUTE, REGULATION OR RULE OF LAW.
CPI shall not be liable in any way for any delay in performance, or for any loss or damage due to any of the following: fires; strikes; labor disputes; embargoes; explosions; power failures or surges; wars; acts of civil or military authorities; acts stemming from governmental requirements, regulations or priorities; acts of nature; acts of public enemies; inability to secure materials, products, or transportation; acts or omissions of a carrier; or failures, events or conditions beyond CPI’s reasonable control, regardless of whether similar to any of the foregoing. Neither CPI nor CPI’s affiliates shall be liable for any delays, losses, damages or product failures attributable to any service, product, or action of any person other than CPI’s affiliates, their employees, or agents.
For the term of this Proposal and for a period of one year thereafter, You hereby agrees not to hire, solicit, or accept solicitation of, through employment or otherwise, directly or indirectly, any of CPI’s employees. If such action occurs and results in a CPI employee accepting employment with the You, You hereby agrees to pay to CPI, as liquidated damages, that individual’s CPI annual compensation to offset such recruiting and training costs.
Unless otherwise agreed in writing, upon final completion of the services, You shall have fifteen (15) business days in which to notify CPI in writing of any problems with the services provided during the term of this Agreement. If CPI is not notified within this time period, the services performed shall be deemed accepted.
Assumptions and Exclusions