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DocuSign Envelope ID:OEOA76BA-2BO7-4AD5-99B1-F7542931DD8A
<br /> • use of the Licensed Product,
<br /> • interruption in use or availability of data,
<br /> • loss of goodwill,
<br /> • use of third party software,
<br /> • accuracy or interpretation of resulting reports,
<br /> • stoppage of other work, or
<br /> • impairment of other assets
<br /> IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH SELERIX INCURS IN ANY ACTION OR
<br /> PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY SUBSCRIBER TO SELERIX UNDER
<br /> THIS AGREEMENT DURING THE YEAR ENDING ON THE DATE ON WHICH THE EVENT FORMING
<br /> THE BASIS OF THE ACTION OR PROCEEDING FIRST OCCURRED.
<br /> 10.Indemnification
<br /> To the extent a governmental entity such as SUBSCRIBER is allowed to do so by North Carolina law,
<br /> EACH PARTY SHALL DEFEND, INDEMNIFY,AND HOLD THE OTHER PARTYAND ITS OFFICERS,
<br /> DIRECTORS, EMPLOYEES, REPRESENTATIVES,AGENTS, SUCCESSORS AND ASSIGNS
<br /> HARMLESS AGAINST ANYAND ALL CLAIMS, DEMANDS, LOSSES,ACTIONS, CAUSES OF
<br /> ACTION, DAMAGES, JUDGMENTS, FINES, FEES(INCLUDING REASONABLE ATTORNEY'S FEES),
<br /> PENALTIES, SETTLEMENTS,AND ANY AND ALL OTHER SUMS OF MONEY RESULTING FROM
<br /> OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT BY THE INDEMNIFYING PARTY
<br /> OR THE INDEMNIFYING PARTY'S EMPLOYEES OR AGENTS.
<br /> IN ADDITION TO THE INDEMNIFICATION SET FORTH ABOVE, to the extent a governmental entity
<br /> such as SUBSCRIBER is allowed to do so by North Carolina law, SUBSCRIBER SHALL HOLD
<br /> HARMLESS SELERIX, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS,AGENTS,
<br /> OFFICERS, DIRECTORS, REPRESENTATIVES,AND EMPLOYEES, FROMAND AGAINST ANY
<br /> LIABILITY, CLAIMS,ACTIONS, DAMAGES OR LOSSES, FOR INJURY, INCLUDING DEATH, TO ANY
<br /> PERSON OR DAMAGE TO ANY PROPERTY OR PROPERTY RIGHT ARISING OUT OF OR IN
<br /> CONNECTION WITH SELERIX'S PROVISION OF THE ACA REPORTING MODULE OR SERVICES
<br /> OR ANY USE OF THE LICENSED PRODUCT, THE ACA REPORTING MODULE, OR THE SERVICES
<br /> DESCRIBED HEREIN BY SUBSCRIBER(COLLECTIVELY,A "LOSS') SO LONG AS THE LOSS DID
<br /> NOT RESULT FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SELERIX OR
<br /> THE BREACH OF THIS AGREEMENT BY SELERIX.
<br /> 11.Force Majeure
<br /> Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is
<br /> due to causes beyond its reasonable control, including, but not limited to, fire, explosion, epidemics,
<br /> earthquake, lightning, failures or fluctuations in electrical power or telecommunications equipment,
<br /> accidents, floods, acts of God, the elements, terrorism,war, civil disturbances, acts of civil or military
<br /> authorities or the public enemy, fuel or energy shortages, acts or omissions of any common carrier,
<br /> strikes, labor disputes, regulatory restrictions, restraining orders or decrees of any court, changes in law
<br /> or regulation or other acts of governmental, transportation stoppages or slowdowns or the inability to
<br /> procure parts or materials. These causes will not excuse SUBSCRIBER from paying accrued amounts
<br /> due to SELERIX through any available lawful means acceptable to SELERIX.
<br /> 12.Assignment
<br /> Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations
<br /> hereunder without the other party's prior written approval. Any attempt to do so without such approval will
<br /> be void.
<br /> Notwithstanding the foregoing, either party may assign this Agreement, upon notice to the other party, to
<br /> a related or unrelated entity in connection with a transfer of all, or substantially all, of its stock or assets to
<br /> a third party, and the parties hereto hereby consent to any such assignment.
<br /> ACA SUBSCRIPTION AGREEMENT—EMPLOYER AUTHORIZED USER PAGE 6
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