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<br />regulations thereunder, as amended (“ERISA”) or other applicable law or regulation. PlanSource has no power to
<br />make any decisions about the policy, interpretations, practices or procedures of any Plan(s). You shall have sole
<br />responsibility for the Plan(s). PlanSource has no obligation to maintain or provide any Plan(s) documents or related
<br />forms, including to any Provider or regulating party, or make any determinations under any such Plan(s) or forms.
<br />To the extent the Services require PlanSource to assist you as administrator of a Plan(s), the performance of such
<br />Services will consist of only ministerial functions enumerated in U.S. Department of Labor Regulation §2509.75-8, D-
<br />2 (including, without limitation, those relating to report preparation required by governmental agencies, employee
<br />communications material, recommendations regarding Plan(s) administration and several other ministerial
<br />functions). PlanSource will perform the Services within the framework of policies, interpretations, rules, practices,
<br />and procedures you or the administrator of the Plan(s) establishes. You or the administrator of the Plan(s) shall
<br />review on a continuing basis all Services PlanSource provides and shall be responsible for requesting any
<br />modifications to any Services.
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<br />9.2 GENERAL. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
<br />PLANSOURCE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR
<br />STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
<br />NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF YOUR DATA, QUIET
<br />ENJOYMENT, OR ABSENSE OF DEFECT RELATING TO THE SERVICES OR RESULTS OF THE SAME. YOU ASSUME ALL
<br />RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE ACCURATE AND SUFFICIENT FOR YOUR PURPOSES
<br />AND ASSUME RESPONSIBILITY AND ENSURE MANUAL REVIEW OF ANY OUTPUT RESULTING FROM ANY AI
<br />FUNCTIONALITY. PLANSOURCE SPECIFICALLY DISCLAIMS RESPONSIBILITY FOR SYSTEMS, APPLICATIONS, AND
<br />PROVIDERS WITH WHICH YOU MAY UTILIZE THE SERVICES.
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<br />10. LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY
<br />BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
<br />DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) EVEN IF THEY HAVE BEEN ADVISED OF THE
<br />POSSIBILITY THEREOF, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE LIABILITY IS BASED. AS
<br />YOUR SOLE AND EXCLUSIVE REMEDY, THE MAXIMUM TOTAL LIABILITY OF PLANSOURCE TO YOU WILL BE LIMITED
<br />TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED IN AGGREGATE, THE TOTAL AMOUNTS PAID TO PLANSOURCE
<br />FOR THE SERVICES THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING
<br />THE EVENT GIVEN RISE TO THE CLAIM.
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<br />11. INDEMNIFICATION. You will indemnify and hold harmless PlanSource and its affiliates, officers, directors,
<br />employees, and agents, from and against any claim or liability arising out of or due to: End User Data; your (or your
<br />Authorized User’s or End User’s) use of the Services in violation of PlanSource’s or any third party rights, including
<br />any intellectual property or privacy rights, or any applicable laws; or your misuse of the Services. PlanSource shall
<br />notify you of any claims for which it seeks indemnification. PlanSource shall reasonably cooperate with you, although
<br />you shall immediately take control of the defense and investigation of such claim and shall employ counsel approved
<br />by PlanSource, such approval not to be unreasonably withheld, to defend the same, at your sole cost and expense.
<br />PlanSource’s failure to timely notify you under this Section will not relieve you of your obligations under this Section
<br />except to the extent you are materially prejudiced due to such failure. PlanSource may participate in and observe
<br />the proceedings at its own cost and expense with counsel of its own choosing. You shall not settle any claim without
<br />PlanSource’s prior written consent, which shall not be unreason ably withheld.
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<br />12. MISCELLANOUS.
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<br />12.1 Counterparts; Modification. This Agreement may be executed in counterparts, each of which shall be
<br />deemed to be an original and which, taken together, shall be deemed to constitute the entire Agreement and may
<br />be used as evidence of the execution of the Agreement to the same extent a s that of an original signature. This
<br />Agreement and any Order Form may be modified or amended by a written amendment signed by both parties.
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