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DocuSign Envelope ID:OEOA76BA-2BO7-4AD5-99B1-F7542931DD8A <br /> This Agreement will bind each party's successors-in-interest. <br /> 13.Relationship <br /> In performing hereunder, both parties are acting as independent contractors and neither party undertakes <br /> to perform any obligation of the other, whether regulatory or contractual, or to assume any responsibility <br /> for the other's business or operations. SUBSCRIBER understands and agrees that SELERIX may <br /> perform for or provide to third parties products or services similar to the ACA Reporting Module and the <br /> services described herein. Nothing in this Agreement shall be deemed to constitute a partnership orjoint <br /> venture between SELERIX and SUBSCRIBER. Neither party shall hold itself out as having any authority <br /> to enter into any contract or create any obligation or liability on behalf of or binding upon the other party. <br /> 14.Notices <br /> Any notice or approval required or permitted under this Agreement to be sent to SUBSCRIBER will be <br /> sent via email to the email address specified for SUBSCRIBER below or to any other email address of <br /> which SUBSCRIBER gives SELERIX prior written notice. Any such notice will be deemed received the <br /> day it is sent. <br /> If to SUBSCRIBER: Orange County, North Carolina <br /> 200 South Cameron Street <br /> Hillsborough, NC 27278 <br /> Attn: Brenda Bartholomew <br /> Any notice or approval required or permitted under this Agreement to be sent to SELERIX will be in <br /> writing and will be sent by fax, courier, or mail, postage prepaid, to the address specified for SELERIX <br /> below or to any other address that may be designated by SELERIX in a prior written notice to <br /> SUBSCRIBER. Any such notice or approval delivered by fax (with answer back)will be deemed to have <br /> been received the day it is sent. Any notice or approval sent by courier will be deemed received one (1) <br /> day after its date of posting. Any notice or approval sent by mail will be deemed to have been received on <br /> the fifth (5th) business day after its date of posting. <br /> If to SELERIX: Selerix Systems, Inc. <br /> 2851 Craig Drive, Suite 300 <br /> McKinney, TX 75070 <br /> Attn: Legal Compliance <br /> 15.Accuracy of Data and Records <br /> SUBSCRIBER is solely responsible for the accuracy and integrity of data stored in the system. <br /> SUBSCRIBER is solely responsible for data input and maintenance of employee and benefit plan <br /> information. <br /> 16.Amendments <br /> Any waiver, amendment or modification of this Agreement will not be effective unless executed in writing <br /> and signed by both parties. <br /> W.Governing Law <br /> This Agreement will be governed by and interpreted in accordance with the laws of the State of North <br /> Carolina, U.S.A., to the exclusion of its conflict of law provisions. If any provision of this Agreement is <br /> held to be unenforceable, in whole or in part, such holding will not affect the validity of the other <br /> provisions of this Agreement, unless either party in good faith deems the unenforceable provision to be <br /> ACA SUBSCRIPTION AGREEMENT—EMPLOYER AUTHORIZED USER PAGE 7 <br />