Helper is responsible for maintaining the confidentiality of the Helper Access Code. Helper represents and warrants that: (i) Helper understands that that the HeroLinx patient recruitment system is provided “as-is” and is not a substitute for Helper’s own medical determination, opinion or endorsement of any specific tests, drugs, products, procedures, health care providers, opinions, or other information best suited for the treatment of Contacts, and (ii) all use by Helper of the HeroLinx patient recruitment system, including any information provided thereunder and transmitted in connection therewith, shall comply with HIPAA and all applicable confidentiality statutes. Helper represents and warrants that Helper will not transmit or allow to be transmitted any Messages that: (A) it does not have a right to make available under any law or under contractual or fiduciary relationship; (B) are false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; harmful to minors in any way; (C) infringe any patent, trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy of any party; (D) utilize any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, or any other forms of solicitation; or (E) interfere with or disrupts the HeroLinx services or servers or network operator networks. Helper shall indemnify, defend and hold HeroLinx, its affiliates and their officers, directors, employees and agents harmless from and against any and all claims of loss, damages, liability, costs, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from Helper’s breach of any representation and warranty set forth in this Section 2.
This Agreement shall commence upon the date of acceptance by Helper and shall continue until terminated by either party; provided that all placement fees earned as of the date of termination shall be paid within sixty (60) business days following termination and such provision shall survive termination of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, HEROLINX MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HEROLINX EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NO CAUSE OF ACTION RELATING TO THIS AGREEMENT MAY BE ASSERTED MORE THAN TWO (2) YEARS AFTER IT ACCRUED. HELPER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY HEROLINX SHALL BE THE RIGHT TO TERMINATE THE AGREEMENT. UNDER NO CIRCUMSTANCES SHALL HEROLINX BE LIABLE TO HELPER FOR ANY INDIRECT, EXEMPLARY, DIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS GOODWILL OR DATA, OR COST OF COVER EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SPECIFIED HEREIN REPRESENTS A REASONABLE ALLOCATION OF RISK. HEROLINX HAS NOT AND WILL NOT PROVIDE HELPER WITH ANY ANALYSIS, INTERPRETATION, ADVICE OR GUARANTEE REGARDING COMPLIANCE WITH APPLICABLE LAW OF ANY ASPECT OF HELPER’S USE OF THE HEROLINX PATIENT RECRUITMENT SYSTEM.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Helper agrees that any legal action involving or related to this Agreement will be heard exclusively in the state and federal courts located in Montgomery County, Pennsylvania, and Helper irrevocably consents to the personal jurisdiction of such courts over Helper.