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<br /> 9. Indemnity, Release and Covenant not to Sue. Employer hereby acknowledges and understands
<br /> that SISCO is merely a reseller of the ACAWORKS website and software
<br /> As a result, Employer and its officers, directors, employees, agents, successors and assigns hereby agree
<br /> to defend, indemnify and hold SISCO and SISCO's officers, directors, employees, agents, successors and
<br /> assigns harmless from and against any and all claims, costs, damages, losses, liabilities, actions, recoveries,
<br /> judgments, and expenses(including attorney's fees and expenses regardless of whether litigation was
<br /> commenced) arising out of or in connection with: (i)any negligent acts or omissions of the ACAWORKS
<br /> Backend Service Provider, (hereinafter"RiskRT"); (ii)the alleged glitch, malfunction or non-performance of
<br /> ACAWORKS as contemplated in this Agreement;or (iii) RiskRT's breach of its duties, responsibilities or
<br /> warranties under the terms and conditions of the End User License Agreement.
<br /> Employer and its officers, directors, employees, agents, successors and assigns do hereby release, acquit
<br /> and forever discharge SISCO and SISCO's officers,directors, employees, agents, successors and assigns from
<br /> and against any and all claims, suits, allegations,judgments, actions, liabilities, losses, damages, costs and
<br /> expenses (including, without limitation, reasonable attorney and expert witness fees) which Employer may now
<br /> have or ever have, sustain or suffer as a result of its use of the ACAWORKS website and software designed and
<br /> operated by RiskRT.
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<br /> Employer and its officers, directors, employees, agents, successors and assigns promise not to sue or
<br /> proceed in any manner, in agency or other proceedings,whether at law, in equity, by way of administrative
<br /> hearing, or otherwise, or to solicit others to institute any such actions or proceedings, against SISCO and
<br /> SISCO's officers, directors, employees, agents, successors and assigns on account of Employer's use of the
<br /> ACAWORKS website and software designed and operated by RiskRT.
<br /> The obligations of Employer under this Section 9 shall survive termination of this Agreement.
<br /> 10. Waiver. If either Party shall fail to insist on strict compliance with this Agreement,or to
<br /> exercise any right or remedy hereunder, neither Party shall be deemed to have waived any rights or remedies
<br /> such party may have against the other Party. Both parties may demand full and complete compliance with all
<br /> provisions of this Agreement.
<br /> 11. Invalidity. If any provision of this Agreement shall be held to be invalid or in conflict with any
<br /> applicable law, the other provisions of this Agreement shall remain in full force and effect.
<br /> 12. Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder, may be
<br /> assigned by Employer without the prior written consent SISCO.
<br /> 13. Limitation of Liability. The provisions of this Agreement are for the sole benefit of Employer
<br /> and SISCO, and neither Employer nor SISCO will be liable under this Agreement to any other person for any
<br /> loss, liability, damage or expense. There are no third-party beneficiaries to this Agreement. Moreover, in no
<br /> event shall either of the Parties be liable to the other for the payment of incidental damages, including but not
<br /> limited to loss of data, loss of profits, lost goodwill, or the cost of cover arising from the use of ACAWORKS.
<br /> 14. Governing Law. This Agreement shall be governed by, and its provisions shall be construed in
<br /> accordance with the laws of the State of Iowa,without giving effect to principles of conflict of laws.
<br /> 15. Amendment. This Agreement may be amended only by written agreement of the Parties hereto.
<br /> Benefit Coordinators Corporation•www.benXcel.com
<br /> Two Robinson Plaza,Suite 200,Pittsburgh,PA 15205•t 412.276.1111•f 412.276.6650
<br /> 10505 Rancho Bernardo Road,Suite 130,San Diego,CA 92127
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