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<br /> CONFIDENTIALITY NOTICE
<br />Not for use or disclosure outside of Acid Remap LLC or Client except as required by law
<br />LIMITATION, LOSS OF DATA) CAUSED
<br />IN WHOLE OR IN PART BY, OR FAIL-
<br />URES, DELAYS OR INTERRUPTIONS OF
<br />THE APPLICATION. NO ORAL OR WRIT-
<br />TEN INFORMATION OR ADVICE GIVEN
<br />BY ACID REMAP OR AN APPROVED
<br />REPRESENTATIVE SHALL CREATE A
<br />WARRANTY UNLESS IT IS IN WRITING
<br />AND SIGNED BY AN AUTHORIZED REP-
<br />RESENTATIVE OF ACID REMAP. SOME
<br />JURISDICTIONS MAY NOT ALLOW THE
<br />EXCLUSION OR LIMITATION OF CER-
<br />TAIN WARRANTIES. IN SUCH JURISDIC-
<br />TIONS, ACID REMAP’S LIABILITY
<br />SHALL BE LIMITED TO THE MAXIMUM
<br />EXTENT PERMITTED BY LAW.
<br />5.4 Client Acknowledgement. Client repre-
<br />sents and warrants that it fully understands that
<br />(i) the Application is a mobile application intended
<br />to deliver Client Data to Users, (ii) the Application
<br />is dependent upon a number of factors outside the
<br />control of Acid Remap, including, without limita-
<br />tion, the operation of third party provided hard-
<br />ware and network services, (iii) the Application is
<br />not intended to be the sole source of providing
<br />EMS protocols and other Client Data, and is not a
<br />substitute for any of Client’s current systems or
<br />methods of providing medical treatment and/or
<br />medicine, (iv) there may be occasional communi-
<br />cation failures or delays in the display of Client
<br />Data, and (v) the Application is not expected to
<br />perform at the same level of performance and/or
<br />reliability one might expect from medical devices
<br />used in the delivery of critical medical care in clin-
<br />ical environments.
<br />6. LIMITATION OF LIABILITY.
<br />6.1 Exclusion of Consequential Damages.
<br />EXCEPT FOR BREACHES OF SECTION 9
<br />OR THE INDEMNIFICATION OBLIGA-
<br />TIONS UNDER SECTION 7 , IN NO EVENT
<br />SHALL CLIENT, USERS ACID REMAP OR
<br />ACID REMAP’S SUPPLIERS BE LIABLE
<br />FOR ANY INDIRECT, INCIDENTAL, SPE-
<br />CIAL OR CONSEQUENTIAL DAMAGES,
<br />INCLUDING, WITHOUT LIMITATION,
<br />DAMAGES FOR LOSS OF PROFITS,
<br />DATA OR USE, INCURRED BY EITHER
<br />PARTY OR ANY THIRD PARTY,
<br />WHETHER IN AN ACTION IN CONTRACT
<br />OR TORT, EVEN IF THE OTHER PARTY
<br />HAS BEEN ADVISED OF THE POSSIBIL-
<br />ITY OF SUCH DAMAGES; provided, that in
<br />the event Client gives access to the Application to
<br />non-authorized persons, Acid Remap shall be enti-
<br />tled to recover the full amount of any license fees
<br />that would relate to such persons if they were Us-
<br />ers.
<br />6.2 Limitation of Direct Damages. Except
<br />for its obligations to indemnify Client under Sec-
<br />tion 7 , or for any breach of its nondisclosure obli-
<br />gations under Section 9, the aggregate and cumu-
<br />lative liability of Acid Remap and its suppliers for
<br />damages hereunder shall in no event exceed the
<br />amount of fees paid by Client for the previous
<br />twelve (12) months under this Agreement. Except
<br />for Client’s obligations to indemnify Acid Remap
<br />under Section 7, or any breach of its obligations to
<br />comply with the License grant under Sec-
<br />tion 2.1(a), the Restrictions on Use under Sec-
<br />tion 2.3, its payment obligations, and its non-dis-
<br />closure obligations under Section 9, Client’s ag-
<br />gregate and cumulative liability for damages here-
<br />under shall in no event exceed the amount of fees
<br />paid by Client under this Agreement.
<br />7. INDEMNIFICATION.
<br />7.1 General Indemnity. Client shall defend,
<br />indemnify and hold harmless, to the extent pro-
<br />vided by North Carolina law, Acid Remap and its
<br />employees, officers, directors and agents (the
<br />“Acid Remap Indemnitees”) against all losses,
<br />judgments, costs, fees (including reasonable attor-
<br />ney’s fees in the event that Client fails to meet its
<br />obligations hereunder), damages, or other ex-
<br />penses of any kind for bodily injury, death, or dam-
<br />age to real or tangible personal property, proxi-
<br />mately caused by Client or any Users in the course
<br />of performing this Agreement or using the Appli-
<br />cation, including, without limitation, those caused
<br />by any modifications to the Application requested
<br />by Client; provided, that (i) Client receives prompt
<br />DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A
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