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copy or otherwise use or cause to be used any of Client's
<br />information, including but not limited to employee PHI,
<br />except as required in performing the Set -vices or as required by
<br />legal process or permitted under the HIPAA Privacy and
<br />Security Rules (hereinafter defined). In the course of
<br />providing Services, Client recognizes that Service Company
<br />may provide information to third parties, with whom Service
<br />Company has contracts to provide services under this
<br />Agreement and that the disclosure of such information to such
<br />third parties shall not constitute a breach of this Section 6;
<br />provided, however, Service Company shall protect PHI in
<br />accordance with the provisions of law, including but not
<br />limited to, HIPAA, as set forth more fully in Paragraph 6.5
<br />below.
<br />6.5 HIPAA Requirements. Client and Service Company
<br />shall carry out their obligations under this Agreement in full
<br />compliance, to the extent the same may be applicable to there,
<br />with HIPAA and all security and privacy regulations issued
<br />thereunder, as amended, modified, or supplemented by the
<br />Health Information Technology for Economic and Clinical
<br />Health Act of 2009 ("HITECH") and regulations issued
<br />thereunder, and as the same may be amended and in effect
<br />from time to time during the term of this Agreement
<br />(collectively referred to as the "HIPAA Privacy and Security
<br />Rules") and all other applicable State and U.S. Federal laws
<br />and regulations pertaining to the confidentiality of health
<br />information. The Parties will implement appropriate
<br />safeguards to prevent use or disclosure of PHI and will
<br />implement administrative, physical, and technical safeguards
<br />that reasonably and appropriately protect the confidentiality,
<br />integrity, and availability of any electronic PHI that it creates,
<br />receives, maintains, or transmits. Client represents that it has
<br />obtained, or will obtain prior to the commencement of this
<br />Agreement, all consents and authorizations necessary for
<br />Client to disclose PHI to Service Company. Client further
<br />represents that it is solely responsible for obtaining all such
<br />consents and disclosures and any information disclosed to
<br />Service Company by Client will be subject to an effective and
<br />valid consent or authorization and in accordance with the
<br />HIPAA Privacy and Security Rules. Service Company will
<br />use and/or disclose PHI only to the extent necessary in
<br />furtherance of its obligations and duties under this Agreement,
<br />inclusive of provision of data aggregation set -vices, and as
<br />authorized and permitted by the HIPAA Privacy and Security
<br />Rules or other applicable law or as authorized by Client.
<br />Upon termination of this Agreement, or upon request of
<br />Client, whichever occurs first, if feasible, Service Company
<br />will return or destroy all PHI received from or created or
<br />received by Service Company on behalf of Client that Service
<br />Company still maintains in any form and retain no copies of
<br />such information, or if such return or destruction is not
<br />feasible, Service Company will extend the protections
<br />provided for hereunder to the information and limit fw•ther
<br />uses and disclosures to those purposes that make the return or
<br />destruction of the information not feasible.
<br />7. Representations; Remedies;
<br />Indemnification And Limitations
<br />7.1 Representations & Warranties. Service Company
<br />represents and warrants to Client that;
<br />(a) All Customizations and Client Service
<br />performed under this Agreement shall be performed in a
<br />workmanlike manner in accordance with industry standards.
<br />(b) The Software shall typically be accessible to
<br />Licensed Users through the Internet at a URL to be
<br />determined by Client and Service Company at all times during
<br />the terra of this Agreement except for scheduled or emergency
<br />maintenance periods, required repairs and loss or interruption
<br />of services due to causes beyond the control of Company or
<br />which are not reasonably foreseeable by Company, including,
<br />but not limited to, interruption or failure of telecommunication
<br />or digital transmission links and Internet slow -downs or
<br />failures, Company shall provide Client reasonable advance
<br />notice of all scheduled maintenance periods. Company will
<br />use due diligence and commercially reasonable best efforts in
<br />determining the source of and in fixing or repairing
<br />unscheduled interruptions to the availability of the Software to
<br />Licensed Users.
<br />7.2 Warranty Limitation. The warranties set forth in this
<br />Agreement will not apply if (i) the Software is used other than
<br />in accordance with The Company instructions; (ii) the
<br />Software is altered, modified or converted by Client or any
<br />third party; (iii) the operation of the Software is affected by a
<br />malfunction in any of Client's hardware, services or software
<br />not provided by Company; (iv) any other cause Within the
<br />control of Client results in the Software becoming inoperative;
<br />or (v) Client materially breaches this Agreement and fails to
<br />cure such breach within thirty (30) calendar days of the date of
<br />notice of such breach. EXCEPT AS OTHERWISE
<br />EXPRESSLY PROVIDED ABOVE, THE CLIENT
<br />SERVICES AND ALL SOFTWARE ARE PROVIDED "AS
<br />IS," AND WITHOUT WARRANTY OF ANY KIND,
<br />INCLUDING THE IMPLIED WARRANTIES OF
<br />NONINFRINGEMENT, MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE,
<br />8. Li-mITATION OF LL BILITY
<br />The Company cumulative liability to Client for any
<br />and all proven, direct and foreseeable damages related to the
<br />Software, the services provided or to be provided hereunder,
<br />or otherwise arising out of this Agreement shall not exceed the
<br />total amount of license fees paid by Client to Company under
<br />this Agreement for the Software causing the damages.
<br />NOTWITHSTANDING ANY OTHER PROVISION TO THE
<br />CONTRARY IN THIS AGREEMENT, COMPANY WILL
<br />NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
<br />SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
<br />DAMAGES, WHETHER FORESEEABLE OR
<br />UNFORESEEABLE, AND WHETHER OR NOT SERVICE
<br />COMPANY WAS NOTIFIED OF THE POSSIBILITY OF
<br />THE SAME, ARISING OUT OF THIS AGREEMENT. Client
<br />acknowledges that the exclusion and limitation of remedies
<br />provided under this Agreement are neither unreasonable nor
<br />unconscionable and if Company and/or its licensors' liability
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