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ITemarkabfe techno/agy. Realfsffc prices <br />that while the Client has adequate backup, the Program <br />or any copy of the Program, will not be used for <br />operational purposes other than for the single site for <br />which it was licensed. No more than one copy of the <br />Licensed Program and Materials shall be in Client's <br />possession at any time without prior written consent of <br />DPSI. The original and any copy in whole or in part of <br />the Licensed Program and Materials made by Client <br />pursuant to this paragraph are the property of DPSI. <br />15. LIABILITY LIMITATIONS. Except for provisions <br />outlined in Item 10, Property Rights and <br />Indemnification, DPSI shall in no event be liable for <br />loss of profit, goodwill, or other special or consequential <br />damages suffered by Client or others as a result of the <br />use by Client of the Licensed Program. The liability for <br />direct damages by DPSI to Client or others resulting <br />from use of the Licensed Program shall not exceed the <br />amount of the License Fee payable to DPSI under this <br />agreement. <br />16. GENERAL PROVISIONS. <br />16.1 ENTIRE AGREEMENT. This Agreement contains the <br />entire understanding of the parties with respect to the <br />matter contained herein. There are no promises, <br />covenants or undertakings other than those expressly <br />set forth herein. This Agreement may not be modified, <br />except by writing, and signed by authorized <br />representatives of DPSI and Client. This Agreement <br />shall be binding upon and inure to the benefit of the <br />parties to this Agreement and their respective <br />successors and assigns. <br />Title and paragraph headings contained in this <br />Agreement are for convenient reference and do not <br />constitute part ofthis Agreement. <br />16.2 WAIVER. A term or condition of this Agreement can <br />be waived only by written consent of both- parties. <br />Forbearance or indulgence by either party in any regard <br />shall not constitute a waiver of the terms or conditions <br />to be performed and, until performance of the term or <br />conditions is complete, the other party may invoke any <br />remedy available under the Agreement or by law, <br />despite such forbearance of indulgence. <br />16.3 NO WAIVER. The failure of either party to exercise <br />any right or the waiver by either party of any breach <br />shall not prevent a subsequent exercise of such right or <br />be deemed a waiver of any subsequent breach .of the <br />same of any other term of the Agreement. <br />16.4 PARTIAL INVALIDITY. Should any provision of this <br />Agreement be held to be void, invalid, or inoperative, <br />SOFTWARE LICENSE AGREEMENT <br />due to either United States or other country law, the <br />remaining provisions of this Agreement shall not be <br />affected and shall continue in effect as though such <br />provisions were deleted. <br />16.5 DISPUTE RESOLUTION. Any and all suits or actions <br />to enforce, interpret or seek damages with respect to <br />any provision ofj or the performance or non- <br />performance of, this Agreement shall be brought in the <br />General Court of Justice of North Carolina sitting in <br />Orange County, North Carolina. It is agreed by the <br />parties that no other court shall have jurisdiction or <br />venue with respect to such suits or actions. The Parties <br />may agree to nonbinding mediation of any dispute prior <br />to the bringing of such suit or action. <br />16.6 FORCE MAJEURE. Neither party shall be responsible <br />for or shall be deemed in default of this Agreement to <br />the extent that performance of their obligations or <br />attempts to cure any breach are delayed or prevented by <br />reason of any act of God, fire, natural disaster, accident <br />act of government, shortages of materials or supplies, <br />an act of war; riot; an epidemic, fire, flood or other <br />disaster; an act of civil disobedience, a strike or <br />lockout; a communication line failure, power failure, or <br />failure of the computer equipment or non-DPSI <br />developed software or any other cause beyond the <br />control of such party ("Force Majeure"). <br />In addition, DPSI is not responsible for failure to fulfill <br />its obligations under this Agreement due to causes <br />beyond its control. Such causes include, but aze not <br />limited to failure of the Client to provide information or <br />required resources whenever DPSI needs such to <br />complete its work. <br />In the event DPSI is delayed in the delivery of the <br />Licensed Program and Materials, or the installation <br />thereof, for reasons beyond its control, delivery or <br />installation shall take place as soon thereafter as is <br />reasonably feasible. <br />16.7 NOTICE. Any notice required or permitted to be sent <br />hereunder shall be in writing and shall be sent in a <br />manner requiring a signed receipt, such as Federal <br />Express, courier delivery, or if mailed, registered or <br />certified mail, return receipt requested. <br />(Telephone facsimile may also be used provided there <br />is a Confirming Return Facsimile from the receiving <br />party.) Notice is effective upon receipt. Notice to DPSI <br />shall be addressed to: DPSI, 1801 Stanley Rd., Suite <br />301 Greensboro, NC 27407 or such other person or <br />DPS 001 ~. 04-11-11 <br />