Customers and all end users of the “CTESkills.com” product/service acknowledge and agree that the development of the procedures depicted by the “CTE Skills” program (hereinafter the “Program”) is contingent upon the accuracy of the corporate and site policies, procedures and standards provided by the Customer to I.E.C. Simulations, Inc. (“IEC”). More particularly, Customer and all end users acknowledge that IEC is not responsible for the accuracy of the Customer’s policies, procedures and standards that, in part, formed the basis of the Program. Further, customer and end user acknowledge that IEC is not responsible for the ongoing maintenance of the vendor information that is linked to and incorporated within this Program, nor does IEC represent or warrant that the subject vendor information is accurate or that same has been properly and timely maintained and updated as necessary to incorporate necessary vendor modifications. Customer and all end users acknowledge and agree that the Program, including the video procedure(s) incorporated within the Program, is nothing more than a visual aid format of certain policies, procedures and practices that were developed, authorized and prescribed by the Customer. IEC has simply incorporated said Customer directed policies, procedures and practices within the video format that is incorporated within the Program.
Customer acknowledges and agrees that Customer has had an opportunity, prior to release of this Program, to view, edit and approve the video procedures, including, but not limited to, all maintenance and operational video procedures incorporated within and made the basis of this Program. Customer has acknowledged and accepts the video procedures depicted within this Program as accurate and safe representations of the tasks depicted within the Program and that the completion of tasks utilizing the video procedures depicted within the program shall result in completion of the tasks in not only a good and workmanlike manner, but also in a manner than insures the safety and integrity of not only the property and equipment depicted within the video procedure, but also, and more importantly, all persons, including employees, utilizing the video procedure(s) and/or within the vicinity of others utilizing the video procedure(s).
Customer acknowledges that Customer has in force comprehensive general liability coverage in excess of $1,000,000.00 and that said comprehensive general liability coverage shall additionally insure IEC from any and all claims, if any, arising out of or related to utilization of the Program. Customer further acknowledges that said comprehensive general liability policies, together with all renewals of same, shall incorporate contractual indemnity provisions within said policies. Customer further agrees to assume responsibility for all claims, liabilities and demands of its employees, contractors, contract employees, or third parties for any all claims, if any, arising out of or related to utilization of the Program.
The Customer, together with all end users, acknowledge and agree that full responsibility for the accuracy of the policies, procedures and practices that are incorporated within the video procedure(s) and in turn incorporated within the Program are the sole responsibility of the Customer. Customer is solely responsible for providing notice to IEC in the event any modifications, amendments and/or additions to the Program are required. Until such time as (i) written notice has been provided to IEC requesting modification and amendment of the Program to incorporate proposed changes and (ii) IEC has accepted, in writing, responsibility for completion of said modifications and amendments, Customer is solely liable for any and all claims arising out of or related to utilization of the Program. In this same regard, Customer acknowledges and agrees that Customer shall indemnify and hold harmless IEC from any and all claims arising out of or related to utilization of the Program, including, but not limited to, utilization of the video procedure incorporated within the Program, including, but not limited to, claims arising out of or related to tort, contract, statute, regulation or otherwise. Customer acknowledges and agrees that this indemnification shall be read as broadly as legally possible, and that said indemnification shall specifically include any and all claims arising out of or related to any concurrent, active, or passive negligence of IEC and that said indemnification shall exclude only claims arising out of or related to the sole negligence of IEC.
Notwithstanding the foregoing, and irrespective of the indemnification obligation detailed hereinabove, Customer and all end users further acknowledge and agree that IEC shall in no event be liable for any consequential damages arising out of or related to utilization of the Program. Further, Customer and all end users acknowledge and agree that IEC’s sole liability, if any, for claims arising out of or related to, directly or indirectly, utilization of the Program shall not exceed the actual payments, if any, received by IEC from Customer for development of the Program. In no event shall IEC’s liability, for claims, of any kind, exceed this limitation of liability.
The provisions of this Disclaimer and Limitation of Liability shall control and take precedent over any inconsistent or conflicting provisions in any contracts or contract documents executed by and between IEC, Customer and any third parties, including end users, utilizing or accessing the Program. If any clause or provision of this indemnity and limitation of liability shall be determined to be illegal, invalid or unenforceable in any way, whether under present or future laws, then, and in that event, it is the expressed contention of the parties hereto, including IEC, Customer and all end users, that the remainder of the indemnity and limitation of liability provisions shall not be affected thereby, and it shall also be the expressed intention of the parties that in lieu of each objectionable clause or provision that may be held to be illegal, invalid or unenforceable, there may be added as part of the indemnity and/or limitation of liability provisions a clause as similar in terms as may be possible and may be legal, valid and enforceable.