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including but not limited to Eligibility File Format, SFTP Instructions, and an
<br /> engagement guide, which was provided to Employer prior to the Effective Date.
<br /> 8.3. Indemnification Procedure. in order to defend each claim or allegation subject
<br /> to this Section 8 (each, a "Claim"), the Party obligated to defend such claim or
<br /> allegation (the "Indemnifying Party") will use counsel reasonably satisfactory to the
<br /> persons and entities to whom the Indemnifying Party owes such obligations (the
<br /> "Indemnified Parties"). The Indemnifying Party will at all times keep the Indemnified
<br /> Parties advised of the status of each Claim and the defense of such Claim. The
<br /> Indemnified Parties will cooperate (at the Indemnifying Party's cost) with the
<br /> Indemnifying Party in the defense. Any Indemnified Party may participate in the
<br /> defense at its own expense. indemnifying Party will not consent to the entry of any
<br /> judgment or enter into any settlement that admits guilt on behalf of an Indemnified
<br /> Party or imposes any restriction or obligation on an Indemnified Party, without
<br /> obtaining the advance written consent of such Indemnified Party, which consent may
<br /> not be unreasonably withheld, delayed, or conditioned. For the avoidance of doubt,
<br /> the Indemnifying Party's duty to defend is independent of its duty to indemnify.
<br /> 8.4. Insurance. During the term of this Agreement, 98point6 shall procure and
<br /> maintain commercial general liability insurance with limits of $1,000,000 per
<br /> occurrence and $2,000,000 general aggregate, excess liability umbrella of $3,000,000
<br /> million per occurrence and $3,000,000 aggregate, professional liability for Providers in
<br /> the amount of $2,000,000 per claim and $4,000,000 aggregate, and technology Efr0/
<br /> cyber in the amount of $3,000,000 per claim and $3,000,000 aggregate.
<br /> 9. LIMITATIONS ON LIABILITY
<br /> Except for (a) a Party's breach of the limitations and restrictions set forth in Section 4
<br /> above, (b) a Party's breach of its confidentiality obligations set forth in Section 6 above, (c) a
<br /> Party's indemnification obligations pursuant to Section 8 above, (d) Employer's breach of the
<br /> limitations and restrictions set forth in Sections 2.7 and 2.11 above, in no event shall (1) any
<br /> Party be liable, whether under contract, warranty, indemnity, tort, statute, or other legal
<br /> theory, for special, incidental, consequential, or indirect damages, including toss of business,
<br /> loss of data, and the cost of procuring substitute products or services, whether or not it has
<br /> been advised or is aware of the possibility of such damages or (2) either Party be liable for
<br /> any damages in an aggregate amount exceeding an amount equal to five (5) times the amount
<br /> actually paid and due and payable by Employer to 98point6 hereunder for the Services giving
<br /> rise to such liability during the 12 months immediately preceding the accrual of such liability.
<br /> 10. MEDICAL PRACTICE AND INSURANCE DISCLAIMERS; MEDICAL SERVICE FEES
<br /> 10.1. Rendering of the Medical Services by Providers. Providers render the Medical
<br /> Services to Participants. Providers do so based on their independent medical judgment
<br /> and each Participant's symptoms, illness, disease, or other adverse medical condition,
<br /> including making assessments, addressing medical questions, and providing diagnoses,
<br /> treatments, referrals, follow-ups, and health and wellness-related reminders, as
<br /> deemed appropriate by such Providers.
<br /> 10.2. Provision of the Technology Services by 98point6. 98point6 is neither a medical
<br /> practice nor a medical organization. 98point6 is a developer and provider of a hosted
<br /> software service comprising the Platform and the Technology Services made available
<br /> to Participants and Providers via the Platform. The Platform and the Technology
<br /> Services are not intended to treat any symptoms, illnesses, diseases, or other adverse
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