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on n pro-rata basis when USER's usage is compared to usage by ocher end <br />users that CROSSBRIDGE has contracted with pursuant to thc R~.seller <br />Agreement. <br />15. LIMITATION OF LIABILI7'Y: CROSSBRIUGE and its <br />s~abcontractors' total liability for Any other claim arising out of or in any way <br />conneuYed with this Agreemen~ and USER's sole remedy regardless of the <br />furm of the action (whether in contract, tort or othera,~ise), is limited to the <br />payment by CROSSBRIDGE of actual damages, not co exceed the amount <br />paid by USER for the Service during the two (2) month period preceding the <br />date the claim arose. In uo event shall CROSSBRII~G£ be liab]e for <br />incidental w consequentiat damages (including withouf limitation, lost profits) <br />to the fup extent such may be disclaimed bp law. <br />16. GF.NERAL: No revision of this Agreement beyond that contemplated <br />by Section 10 [Agreement Modification] of this Agreement shall be valid <br />unless made in writing and signed by an officer uf CROSSBltIDGE and an <br />authorized agent of USER. <br />LISER may not assign or transfer this Agreemznt without the prior <br />ivritten coasent of CROSSBRIDGE. <br />Fedure or delay on the part of CROSSBRIDGE or USER to exercise <br />any right, remedy, power or privi(ege hereunder shall not operate as a waiver <br />thereof, except as otherwise provided herein. A waiver, to be effective, must <br />be in writing and signed by the party making the wuiver. A~~ritten waiver of <br />a default shall not operate as a waiver of any other default vr of the same type <br />default on a future occ;asion. <br />Neither purty may bring an actiun, regardless of form, arising out of this <br />Agreement mwe than one year after the cause of action has arisen. <br />CROSSBRIDGE may not brin~; an action for nonpayment more Ifian hyo <br />years after the dstc the last payment was due. <br />If any provision of this Agreement or the application thereof to any <br />pe~on or circumstance, shall at any time or to any e~ctent, be invalid or <br />unenforceable, the rernainder ofthis A~reement shalt not be atTccted thereby. <br />Anp norice or demand required or permitted to be given or made <br />hereamder shall be given or made by certified or registered mail, by Federal <br />Express (or other rcputable ovemi~;ht delivery service which maintains a <br />record of dclivery), or by aclmowledged receipt of elecuonic mail to: <br />tJSER CROSSBRIDGE SOLUTTONS <br />Frank W. Clifton, Jc Rcxi Massie <br />(919) 245-2300 (o) (847) 478-4489 (o) <br />919 644-3004 847 478-4700(~ <br />Coun Man er President <br />e-mail: <br />f~lifto co.oran e.nc:us rmassi crossbrid solutions.com <br />Orange County Govcmment CrossBridge SoluNons, Inc. <br />P.O. Box 8181 300 Knightsbridge Parkway <br />Hillsborou~h, NC 27273 Snite 120 <br /> Lincolnshire,IL 6Q(169 <br />This Agreement constitutes the entire agre~ment of the parties and sha11 supenecie all prior offers, negotiations and agreeinents. This Agreement shall be <br />construed in accordance with a~ul govemed by the laws of the '''. State of North Carolina. The parties further agree that jurisdiction and venue <br />for all disputes shaU be proper only in the state and federal courts located in Orange Counh, North Carolina and Middle District ofthe State of North Carolina. <br />The parties acknowledge that they have read this Ageement, understand it, and agee Yo be bound by its terms and conditions. <br />ORANGE COUN'CY GOVERNMENT <br />~ ~ , <br />BY: ~ / <br />(A ori7 Signature HY <br />~ ~ <br />-rrrLE: ~ b •n~F: <br />DATE: C) t 2' ~ r~i~ <br />DATG: <br />CROSSBRIDGE SOLUTIONS <br />, <br />~ _- _~ ; ~ <br />= --~.._._~~~.'=~~~--' \ <br />(~.utho ' ~ atuv~~---- <br />f ~~St o~I~l7'"~ j~~~ ~Vl l~-S~( ~.. <br />03a 0'~. ~O !~. <br />~. ~ <br />