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mySt6ffingPrd' myStaffingFiroo Services Agreement
<br />g, Except where termination is due to delinquent or fraudulent payment, or false or fraudulent submission of contact information,
<br />Client may request a copy of the most recent Client data. HRS will provide the data in a format specified in the "Standard
<br />Data Export" documentation, The Fees listed in this documentation will be applied. HRS may, but is not obligated to, delete
<br />archived data, but will not do so until thirty (30) days after the termination of this Agreement. Delinquent accounts must be
<br />brought to good standing in order to receive data.
<br />19. Warranty. HRS represents, warrants, and covenants that the Software will perform substantially in accordance with any user
<br />instructions, manuals, or technical requirements documents that are generally provided by HRS in connection with the Software. In
<br />the event of a breach of the foregoing warrant, HRS sole obligations, and Client's sole remedy, shall be, at HRS option, to use
<br />commercially reasonable efforts to correct the Software or replace the Software free -of -charge.
<br />20. Disclaimer, Limitation of Liability
<br />20.1 Disclaimer. EXCEPT AS PROVIDED IN SECTION 19,THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF
<br />ANY KIND, AND HRS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
<br />LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
<br />1140NINFRINGEMENT., SOME STATES ANDIOR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED
<br />WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. HRS DOES NOT REPRESENT OR
<br />WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE. ANY MATERIAL DOWNLOADED OR
<br />OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR RISK AND YOU WILL BE
<br />SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA
<br />THAT RESULTS FROM YOUR USE OF THE SERVICE.
<br />20.2 Limit of Liability. HRS shall not be liable for any negligent act or omission, or the negligence of any other person or entity,
<br />including, but not limited to, Client and its employees or agents, or any person or entity that provides services in connection
<br />with or as a result of HRS' performance of its obligations under this Agreement. HRS can only be held liable for breach of
<br />the Agreement and will not be held liable for Client's compliance with applicable federal, state and local laws and
<br />regulations. HRS will, under no circumstances, be liable for any special, indirect, incidental, or consequential or
<br />punitive damages, including lost profits incurred by Client pursuant to this Agreement, or by the transactions
<br />contemplated by it, however caused, on any theory of liability (including contract, tort, or warranty), or as a result
<br />of HRS' exercise of its rights under this Agreement, even if HRS has been advised of the possibility of such
<br />damages.
<br />21. Indemnification. Client will indemnify, defend, and hold HRS and its respective officers, directors, and employees harmless from
<br />any and all claims, costs, attorneys' fees (including in-house counsel fees), and expenses resulting from or arising in connection
<br />with: (I) a Client default; (!I) the use, misuse, reproduction, modification, or unauthorized distribution of Software; or (III) Client's
<br />breach of any warranty set forth in the Agreement.
<br />22. Infringement Indemnity, HRS shall, at its expense, defend or at Its option, settle any claim, action or allegation brought
<br />against Client that the Service, Software or any deliverable infringes any valid copyright, patent, trade secret, or any other
<br />proprietary right of any third party and shall!, pay any final judgments awarded or settlements entered into; provided that
<br />the Client gives prompt written notice to HRS of any such claim, action or allegation of infringement and give HRS the
<br />authority to proceed as contemplated herein. Hi will have the exclusive right to defend any such claim, action or
<br />allegation and make settlements thereof at Its own discretion, and Client may not settle or compromise such claim, action
<br />or allegation, except with prior written consent of li Client shall assist and provide !information as HRS may
<br />reasonably require In settling or opposing such claims. Iln the event any infringement claim, action or allegation Is
<br />brought or threatened, HRS may, at its sole option and expense (1) procure for, Client the right to continue use of the
<br />Software or infringing part thereof; or (b) modify or amend the Software or Infringing part thereof; or (c) replace the
<br />Software or infringing part thereof with other Software having substantially the same or better capabilities; or i
<br />terminate this Agreement and refund to Client the prorated amount of the Fees prepaid by Customer that were to apply to
<br />the remainder of the unexpired term, as calculated from the termination date through the remainder of the unexpired
<br />term. The foregoing obligations will not apply to the extent the infringement arises as a result of (a) any use of the
<br />Software In a manner other than as specified in this Agreement; (b) any use of the Software in combination with other
<br />products, equipment, devices, software, systems or data not supplied by HRS to the extent such claim is directed against
<br />such combination; or (c) any alteration, modification or customization of the Software made by any party other than HRS
<br />or HRS authorized representative if such Infringement would not have occurred without such modification or
<br />combination. Section 21 above states the entire liability of HRS with respect to infringement of any patent, copyright,
<br />trade secret or other intellectual property right.
<br />23. Governing Law and Arbitration. The Agreement and all aspects of the relationship between HRS and Client shall be governed
<br />exclusively by, the laws of the State of New York without regard to, or application of, its conflict of laws, rules, and principles, except
<br />for the arbitration agreement contained herein which shall be governed exclusively by the Federal Arbitrafion Act, 9 U.S.C. section
<br />1 et seq. (the "FAA"). Except as provided herein, any dispute arising out of, or in, connection with the Agreement will be determined
<br />HR Services, Inc. * 675 West Market Street * Lima, Ohio 45801 * Phone: 800-939-2462 o http:l/myS,taffingPro.com
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