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<br />File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved.
<br /> Last Revision: 9/29/2021
<br />AGREEMENT FOR CAUSE AND WITHOUT PENALTY,
<br />AND ANY CREDITS WHICH MAY BE DUE UNDER
<br />AN APPLICABLE SERVICE LEVEL AGREEMENT (IF A
<br />SERVICE LEVEL AGREEMENT IS OFFERED AS PART
<br />OF THE AGREEMENT).
<br />19.2 EXCLUDED DAMAGES. TO THE EXTENT
<br />ALLOWABLE UNDER NORTH CAROLINA LAW, IN
<br />NO EVENT SHALL WE BE LIABLE OR RESPONSIBLE
<br />TO YOU FOR ANY TYPE OF INCIDENTAL, PUNITIVE,
<br />INDIRECT OR CONSEQUENTIAL DAMAGES,
<br />INCLUDING BUT NOT LIMITED TO, LOST REVENUE,
<br />LOST PROFITS, REPLACEMENT GOODS, LOSS OF
<br />TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF
<br />DATA, OR INTERRUPTION OR LOSS OF USE OF
<br />SERVICES OR EQUIPMENT, EVEN IF ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES, WHETHER
<br />ARISING UNDER A THEORY OF CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE), STRICT LIABILITY OR
<br />OTHERWISE.
<br />19.3 DAMAGES CAP. TO THE EXTENT ALLOWABLE
<br />UNDER NORTH CAROLINA LAW, IN NO EVENT
<br />SHALL OUR LIABILITY TO YOU OR ANY THIRD
<br />PARTY IN ANY CIRCUMSTANCES EXCEED THE
<br />AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR
<br />SERVICES IN THE TWELVE (12) MONTH PERIOD
<br />DIRECTLY PRIOR TO THE ACTION GIVING RISE TO
<br />ALLEGED LIABILITY.
<br />19.4 TIME LIMITATION. TO THE EXTENT
<br />ALLOWABLE UNDER NORTH CAROLINA LAW, YOU
<br />FURTHER AGREE THAT ANY CLAIM WHICH YOU
<br />MAY HAVE AGAINST US MUST BE FILED WITHIN
<br />TWO (2) YEARS AFTER SUCH CLAIM AROSE,
<br />OTHERWISE THE CLAIM SHALL BE PERMANENTLY
<br />BARRED.
<br />19.5 MATERIALITY. TO THE EXTENT ALLOWABLE
<br />UNDER NORTH CAROLINA LAW, THE LIMITATIONS
<br />IN THIS SECTION ARE A MATERIAL BASIS OF THE
<br />BARGAIN, AND THE TERMS OF THE AGREEMENT
<br />WOULD BE DIFFERENT WITHOUT SUCH
<br />LIMITATIONS. THE LIMITATIONS IN THIS SECTION
<br />ARE INTENDED TO APPLY WITHOUT REGARD TO
<br />WHETHER OTHER PROVISIONS OF THE
<br />AGREEMENT HAVE BEEN BREACHED OR HAVE
<br />PROVEN INEFFECTIVE. MULTIPLE CLAIMS WILL
<br />NOT ENLARGE ANY DAMAGES CAP DESCRIBED
<br />HEREIN.
<br />20. INDEMNIFICATION. To the extent allowable
<br />under law including prohibitions by Article V,
<br />Section 4(3) of the North Carolina Constitution and
<br />applicable case law precedent, you shall indemnify
<br />and defend us (including any member of our Team)
<br />and hold us harmless against any claim, suit,
<br />demand or proceeding ("Claim") that arises from
<br />your actions, your use or misuse, of the Services
<br />(including, but not limited to, the Software); your
<br />breach of the Agreement or these Terms of
<br />Service; or your infringement on someone else's
<br />rights, including but not limited to, third party
<br />intellectual property rights. Our indemnity rights
<br />shall include all costs associated with the Claim or
<br />Claims, including attorneys' fees, court costs,
<br />dispute resolution costs, and/or fees associated
<br />with collection.
<br />21. DISPUTE RESOLUTION. Many concerns can be
<br />resolved by calling us at (877) 883-8757. If a
<br />dispute cannot be resolved informally, this Dispute
<br />Resolution provision explains how claims (whether
<br />by you against us, or by us against you) will be
<br />resolved.
<br />21.1 Definition. "Claim" means any current or
<br />future claim, dispute or controversy relating in any
<br />way to our Agreement. Claim includes (a) initial
<br />claims, counterclaims, cross-claims and third-party
<br />claims; (b) claims based upon contract, tort, fraud,
<br />statute, regulation, common law and equity; and
<br />(c) claims by or against any third party using or
<br />providing any product, service or benefit in
<br />connection with our Agreement or the Software.
<br />21.2 Claim Notice. Before beginning a lawsuit or
<br />mediation, you and we agree to send a notice (a
<br />"Claim Notice") to each party against whom a
<br />Claim is asserted. The Claim Notice will give you
<br />and us a chance to resolve our dispute informally
<br />or in mediation. The Claim Notice must describe
<br />the Claim and state the specific relief demanded.
<br />Notice to you may be sent to your current mailing
<br />address or email address on file. You must provide
<br />your name, address and phone number in your
<br />DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4DocuSign Envelope ID: D8616E66-A1E5-427C-BF38-08F85D32580F
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