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DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35
<br /> Z`
<br /> I I I I I`1 11ulululul iq 1,111
<br /> '9616 NE E)
<br /> without any warranty of any type except that ZirMed will use reasonable efforts to correct any errors which are
<br /> due solely to malfunction of ZirMed's computers, operating systems or programs, or errors by ZirMed's
<br /> employees or agents. Correction shall be limited to rerunning of the job or jobs and/or recreating of data or
<br /> program files. ZirMed shall not be responsible in any manner for(i)errors or failures of proprietary systems or
<br /> programs other than those of ZirMed; (ii)errors or failures of Customer's software or operational systems; (iii)
<br /> Customer's use of the ZirMed Services on a computer system that does not conform to ZirMed's specifications;
<br /> (iv)computer viruses imported into the Services from or through Customer's internal computer systems; (v)
<br /> misuse of or damage to the ZirMed software; or(vi)Customer's failure to report to ZirMed the existence and
<br /> nature of any non-conformity or defect of the ZirMed Services within a reasonable time after discovery thereof.
<br /> THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE,AND THERE ARE NO OTHER
<br /> WARRANTIES OF ANY TYPE WITH RESPECT TO THE PRODUCTS AND SERVICES, EXPRESS, IMPLIED
<br /> OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY, NON-
<br /> INFRINGEMENT OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY
<br /> ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
<br /> 13. Exclusions and Limitations of Liability. IN NO EVENT SHALL ZIRMED BE LIABLE TO CUSTOMER OR ANY
<br /> THIRD PARTY(INCLUDING WITHOUT LIMITATION CUSTOMER'S CLIENTS) FOR ANY SPECIAL,
<br /> CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS,
<br /> ARISING FROM THE PROVISION OF OR FAILURE TO PROVIDE SERVICES HEREUNDER, EVEN IF
<br /> ZIRMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT
<br /> ZIRMED WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER
<br /> PARTY. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY ZIRMED, IT IS AGREED THAT
<br /> IN NO EVENT WILL ZIRMED BE LIABLE FOR ANY CLAIM, LOSS, LIABILITY, CORRECTION, COST,
<br /> DAMAGE, OR EXPENSE CAUSED BY ZIRMED'S PERFORMANCE OR FAILURE TO PERFORM
<br /> HEREUNDER WHICH IS NOT REPORTED BY CUSTOMER WITHIN THIRTY(30) DAYS OF SUCH FAILURE
<br /> TO PERFORM.
<br /> CUSTOMER ACKNOWLEDGES THAT, IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS
<br /> AGREEMENT, INFORMATION SHALL BE TRANSMITTED OVER LOCAL EXCHANGE, INTEREXCHANGE
<br /> AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER
<br /> DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG
<br /> DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS,AND OTHERS,ALL OF WHICH ARE
<br /> BEYOND THE CONTROL AND JURISDICTION OF ZIRMED.ACCORDINGLY, ZIRMED ASSUMES NO
<br /> LIABILITY FOR OR RELATION TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY
<br /> DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES PROVIDED
<br /> UNDER THIS AGREEMENT.
<br /> ZIRMED SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD
<br /> PARTIES, INCLUDING BUT NOT LIMITED TO DISPUTES CONCERNING PAYMENT OF CLAIMS,
<br /> ELIGIBILITY STATUS OF A PATIENT,AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK
<br /> TRANSACTIONS, PRE-AUTHORIZATION, PRE-CERTIFICATION, OR OTHER PAYER-SUBMITTED
<br /> INFORMATION. INFORMATION SUBMITTED BY A PAYER THROUGH ZIRMED IS NO GUARANTEE OF
<br /> PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY; ELIGIBILITY INFORMATION IS SUBJECT
<br /> TO CHANGE,AND WAITING PERIODS MAY APPLY.
<br /> THE LIABILITY OF ZIRMED FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF
<br /> CONTRACT,WARRANTY OR OTHERWISE ARISING OUT OF OR RELATING TO THE SERVICES
<br /> PROVIDED HEREIN, INCLUDING BYWAY OF INDEMNIFICATION, SHALL, IN THE AGGREGATE, NOT
<br /> EXCEED ONE (1)YEAR'S AVERAGE BILLING TO CUSTOMER FOR PRODUCTS AND SERVICES
<br /> HEREUNDER TAKEN OVER THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH THE
<br /> DAMAGE OR INJURY ALLEGED TO HAVE OCCURRED, OR, IF THIS AGREEMENT HAS NOT BEEN IN
<br /> EFFECT FOR TWELVE(12) MONTHS PRECEDING SUCH DATE, THEN OVER SUCH FEWER NUMBER OF
<br /> PRECEDING MONTHS THAT THIS AGREEMENT HAS BEEN IN EFFECT.
<br /> 14. Force Maieure. ZirMed shall not be liable to Customer by reason of any failure in performance of this Agreement
<br /> in accordance with its terms if such failure arises out of causes beyond the reasonable control and without the
<br /> fault or negligence of ZirMed or its subcontractors. Such causes may include, but are not limited to, unavailability
<br /> of communications facilities, acts of God, acts of the public enemy, Customer's actions or failure to act,acts of
<br /> The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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