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22 <br /> <br />18.01. Participant Liability. Participant shall be responsible for its acts and omissions and not for the acts <br />or omissions of NC HIEA or any other Participant. In circumstances involving harm to other <br />Participants caused by the acts or omissions of individuals who Transact Message Content or <br />Confidential Participant Information through the Participant or by use of any password, identifier, or <br />log-on received or obtained directly or indirectly, lawfully or unlawfully, from the Participant or any <br />of the Participating Entities or Authorized Users, each Participant shall be responsible for such harm <br />to the extent that the individual's access was caused by the Participant's breach of the Agreement or <br />its negligent conduct for which there is a civil remedy under Applicable Law. Notwithstanding any <br />provision in this Agreement to the contrary, Participant shall not be liable for any act or omission if <br />a cause of action for such act or omission is otherwise prohibited by Applicable Law. This Section <br />shall not be construed as a hold harmless or indemnification provision. <br />18.02. NC HIEA Liability. Participant shall not hold NC HIEA, the NC HIEA Advisory Board, or any of <br />their members liable for or relating to any impairment of the privacy, security, confidentiality, <br />integrity, availability, or restricted use of any information on a System resulting from any <br />Participant’s actions or failures to act, except to the extent such action or failure to act was directed <br />by NC HIEA. NC HIEA is not liable for any damages resulting from loss of HIE Data or Message <br />Content, or use of Message Content by Approved Third Parties following transfer or Transaction of <br />such by NC HIEA. NC HIEA disclaims all liability connected to disclosures made to NC HIEA by <br />Participant in contravention of Applicable Law. NC HIEA does not waive any defenses or rights <br />based upon sovereign immunity of the State of North Carolina. <br />18.03. Effect of Agreement. Except as provided in Section 17 (Disclaimers) and Section 20 (Dispute <br />Resolution), nothing in this Agreement shall be construed to restrict a Participant’s right to pursue <br />all remedies available under law for damages or other relief arising from acts or omissions of other <br />Participants related to this Agreement, or to limit any rights, immunities or defenses to which a <br />Participant or Authorized User may be entitled under Applicable Law. <br />19. Term, Suspension and Termination. <br />19.01. Term. The initial term of this Agreement shall begin on the Effective Date and extend for one year <br />measured from the Effective Date. The Parties shall complete all necessary Onboarding activities <br />and meet any Onboarding and Technical Specifications during the period following execution of this <br />Agreement and prior to the Go Live Date. Upon the expiration of the initial term, this Agreement <br />shall automatically renew for successive one-year terms unless terminated pursuant to this Section <br />19. <br />19.02. Suspension or Termination by Participant. <br />a. A Participant may voluntarily suspend its own right to Transact Message Content or to use NC <br />HealthConnex Resources by Notifying NC HIEA of its voluntary suspension. Once a Participant <br />has properly Notified NC HIEA of its voluntary suspension, neither the Participant, nor its <br />Participating Entities or Authorized Users, shall Transact Message Content until the voluntary <br />suspension has ended and the Participant has Notified NC HIEA that the suspension has ended. <br />During the period of the voluntary suspension, the Participant’s inability to Transact Message <br />Content and comply with those terms this Agreement that require Transaction of Message <br />Content shall not be deemed a breach of this Agreement. <br />b. A Participant may terminate its own right to Transact Message Content or to use NC <br />HealthConnex Resources by terminating this Agreement, with or without cause, by giving NC <br />HIEA at least five (5) business days prior written Notice. Once proper Notice is given, NC HIEA <br />shall be empowered to revoke the Participant’s Digital Credentials as of the date of termination <br />DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC