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<br /> 12. Warranty Disclaimers. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED
<br /> BY THE PARTIES,THE WEB SERVICES ARE PROVIDED "AS-IS"AND PROVIDED WITH ALL FAULTS,AND NEITHER WE
<br /> NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH THE WEB
<br /> SERVICES. THE SERVICE PROVIDER AND ITS LICENSORS SPECIFICALLY DISCLAIM,TO THE FULLEST EXTENT
<br /> PERMITTED BY LAW,ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEB SERVICES,
<br /> INCLUDING BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS,TIMELINESS,
<br /> CORRECTNESS,NON-INFRINGEMENT,OR FITNESS FOR ANY PARTICULAR PURPOSE.THE SERVICE PROVIDERS AND
<br /> ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE WEB SERVICES:(A)WILL BE SECURE,TIMELY,
<br /> UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,SOFTWARE,
<br /> SYSTEM OR DATA, (B)WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,OR(C)WILL BE FREE OF VIRUSES OR
<br /> OTHER HARMFUL COMPONENTS.THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. IF
<br /> IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW,THEN ANY IMPLIED WARRANTIES ARE
<br /> LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT
<br /> ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST,SO THE ABOVE LIMITATIONS MAY NOT
<br /> APPLY TO YOU.
<br /> 13. Service Disclaimer. The Web Services are for general informational purposes only and should not be
<br /> construed as,nor is it intended to provide,legal advice to be applied to any situation. Due to the changing nature
<br /> of laws and regulations as they may pertain to the Affordable Care Act, many provisions are subject to good-faith
<br /> interpretations which may ultimately change due to newly released regulations, guidance or other binding legal
<br /> interpretations. The Web Service will be updated as soon as reasonably practicable for such changes. Service
<br /> Providers shall not be liable for losses incurred due to such changes. Questions regarding specific issues and
<br /> application of the Affordable Care Act rules and regulations should be addressed by Licensee's legal counsel.
<br /> SERVICE PROVIDERS DO NOT provide any legal advice.
<br /> 14. Limitation of Liability. IN NO EVENT SHALL THE SERVICE PROVIDER AND/OR ITS LICENSORS BE LIABLE TO
<br /> ANYONE FOR ANY DIRECT,INDIRECT,PUNITIVE,SPECIAL, EXEMPLARY, INCIDENTAL,CONSEQUENTIAL OR OTHER
<br /> DAMAGES OF ANY TYPE OR KIND(INCLUDING LOSS OF DATA, REVENUE, PROFITS,USE OR OTHER ECONOMIC
<br /> ADVANTAGE)ARISING OUT OF,OR IN ANY WAY CONNECTED WITH THE WEB SERVICES, INCLUDING WITHOUT
<br /> LIMITATION THE USE OR INABILITY TO USE THE WEB SERVICES,OR FOR ANY CONTENT OBTAINED FROM OR
<br /> THROUGH THE WEB SERVICES,ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE,
<br /> EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN
<br /> PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br /> 14.1 Gross Negligence and Willful Misconduct. Notwithstanding the limitation of liability above,.
<br /> Backend Service Provider may be liable in the event that you incur damages as a result of the
<br /> gross negligence or willful misconduct of Backend Service Provider, provided that the damage
<br /> incurred (i)was the direct cause of the gross negligence or willful misconduct,and (ii)was the sole
<br /> proximate cause of the gross negligence or willful misconduct.
<br /> 14.2 Breach of this Agreement. Notwithstanding the limitation of liability above, Backend Service
<br /> Provider may also be liable in the event that you incur damages as a result of a breach of this
<br /> agreement by Backend Service Provider, provided that the damage incurred (i)was the direct
<br /> cause of the breach of this agreement by Backend Service Provider,and (ii)was the sole
<br /> proximate cause of the gross negligence or willful misconduct.
<br /> 15. Indemnity.You shall indemnify,defend and hold Backend Service Provider harmless from and against any
<br /> and all liabilities,claims,penalties,damages,forfeitures,suits,and the costs and expenses incident thereto
<br /> (including the costs and expenses of defense,settlement and reasonable attorneys'fees),arising from or
<br /> claimed to have arisen from the performance of Web Services including any such liability,claims,damages,costs
<br /> or expenses arising from or claimed to have arisen from actions Backend Service Provider performs in
<br /> connection with Web Services to any Client Data(as defined herein)supplied by You or any instruction,request
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