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DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4
<br /> VERMONT SYSTEMS
<br /> AGREEMENT FOR CAUSE AND WITHOUT PENALTY, NOT ENLARGE ANY DAMAGES CAP DESCRIBED
<br /> AND ANY CREDITS WHICH MAY BE DUE UNDER HEREIN.
<br /> AN APPLICABLE SERVICE LEVEL AGREEMENT(IF A
<br /> 20. INDEMNIFICATION.To the extent allowable
<br /> SERVICE LEVEL AGREEMENT IS OFFERED AS PART
<br /> OF THE AGREEMENT). under law including prohibitions by Article V,
<br /> Section 4(3)of the North Carolina Constitution and
<br /> 19.2 EXCLUDED DAMAGES.TO THE EXTENT applicable case law precedent,you shall indemnify
<br /> ALLOWABLE UNDER NORTH CAROLINA LAW,IN and defend us(including any member of our Team)
<br /> NO EVENT SHALL WE BE LIABLE OR RESPONSIBLE and hold us harmless against any claim,suit,
<br /> TO YOU FOR ANY TYPE OF INCIDENTAL,PUNITIVE, demand or proceeding("Claim")that arises from
<br /> INDIRECT OR CONSEQUENTIAL DAMAGES, your actions,your use or misuse,of the Services
<br /> INCLUDING BUT NOT LIMITED TO,LOST REVENUE, (including, but not limited to,the Software);your
<br /> LOST PROFITS,REPLACEMENT GOODS,LOSS OF breach of the Agreement or these Terms of
<br /> TECHNOLOGY,RIGHTS OR SERVICES,LOSS OF Service;or your infringement on someone else's
<br /> DATA,OR INTERRUPTION OR LOSS OF USE OF rights, including but not limited to,third party
<br /> SERVICES OR EQUIPMENT,EVEN IF ADVISED OF intellectual property rights.Our indemnity rights
<br /> THE POSSIBILITY OF SUCH DAMAGES,WHETHER shall include all costs associated with the Claim or
<br /> ARISING UNDER A THEORY OF CONTRACT,TORT Claims, including attorneys'fees,court costs,
<br /> (INCLUDING NEGLIGENCE),STRICT LIABILITY OR dispute resolution costs,and/or fees associated
<br /> OTHERWISE. with collection.
<br /> 19.3 DAMAGES CAP.TO THE EXTENT ALLOWABLE 21. DISPUTE RESOLUTION. Many concerns can be
<br /> UNDER NORTH CAROLINA LAW, IN NO EVENT resolved by calling us at(877)883-8757. If a
<br /> SHALL OUR LIABILITY TO YOU OR ANY THIRD dispute cannot be resolved informally,this Dispute
<br /> PARTY IN ANY CIRCUMSTANCES EXCEED THE Resolution provision explains how claims(whether
<br /> AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR by you against us,or by us against you)will be
<br /> SERVICES IN THE TWELVE(12) MONTH PERIOD resolved.
<br /> DIRECTLY PRIOR TO THE ACTION GIVING RISE TO
<br /> ALLEGED LIABILITY. 21.1 Definition."Claim" means any current or
<br /> future claim,dispute or controversy relating in any
<br /> 19.4 TIME LIMITATION.TO THE EXTENT way to our Agreement.Claim includes(a) initial
<br /> ALLOWABLE UNDER NORTH CAROLINA LAW,YOU claims,counterclaims,cross-claims and third-party
<br /> FURTHER AGREE THAT ANY CLAIM WHICH YOU claims; (b)claims based upon contract,tort,fraud,
<br /> MAY HAVE AGAINST US MUST BE FILED WITHIN statute, regulation,common law and equity;and
<br /> TWO(2)YEARS AFTER SUCH CLAIM AROSE, (c)claims by or against any third party using or
<br /> OTHERWISE THE CLAIM SHALL BE PERMANENTLY providing any product,service or benefit in
<br /> BARRED. connection with our Agreement or the Software.
<br /> 19.5 MATERIALITY.TO THE EXTENT ALLOWABLE 21.2 Claim Notice. Before beginning a lawsuit or
<br /> UNDER NORTH CAROLINA LAW,THE LIMITATIONS mediation,you and we agree to send a notice(a
<br /> IN THIS SECTION ARE A MATERIAL BASIS OF THE "Claim Notice")to each party against whom a
<br /> BARGAIN,AND THE TERMS OF THE AGREEMENT Claim is asserted.The Claim Notice will give you
<br /> WOULD BE DIFFERENT WITHOUT SUCH and us a chance to resolve our dispute informally
<br /> LIMITATIONS.THE LIMITATIONS IN THIS SECTION or in mediation.The Claim Notice must describe
<br /> ARE INTENDED TO APPLY WITHOUT REGARD TO the Claim and state the specific relief demanded.
<br /> WHETHER OTHER PROVISIONS OF THE Notice to you may be sent to your current mailing
<br /> AGREEMENT HAVE BEEN BREACHED OR HAVE address or email address on file.You must provide
<br /> PROVEN INEFFECTIVE. MULTIPLE CLAIMS WILL your name,address and phone number in your
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<br /> File:VS Terms of Service 04DEC2020-V01 ©RecTrac,LLC All rights reserved.
<br /> Last Revision:9/29/2021
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