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DocuSign Envelope ID: 1 E8BDD1 D-A826-4FDB-AB97-5EE804B7DCCB <br /> CERVIS <br /> EXHIBIT A <br /> SERVICE AGREEMENT <br /> STANDARD TERMS & CONDITIONS <br /> This SERVICE AGREEMENT, made as of the 11th day of September 2014 ("Effective Date"), is <br /> by and between Orange County, North Carolina, P.O. Box 8181, Hillsborough, NC 27278 <br /> (hereinafter referred to as the "Customer") and CERVIS Technologies (hereinafter referred to as <br /> "CERVIS"). <br /> Now, therefore, in consideration of the premises and of the mutual covenants and agreements <br /> herein contained, the parties hereto for themselves, their lawful successors and assigns, hereby <br /> covenant and agree as follows: <br /> WARRANTIES, EXCLUSIONS, REMEDIES AND LIMITATION OF LIABILITY <br /> 1.1 Warranty. CERVIS warrants that the online volunteer and event management service <br /> ("Service")functions in accordance with the specifications described on the CERVIS web site (the <br /> "Site"). <br /> 1.2 Disclaimer. CERVIS does not warrant that the Service will be error free nor that Customer <br /> will be able to utilize the Service without experiencing periodic problems or interruptions. Except <br /> for the express limited warranties set forth herein and to the extent allowed by applicable law, <br /> CERVIS hereby disclaims all other warranties, whether expressed, implied, statutory or otherwise, <br /> regarding the Service, including the warranties of merchantability and fitness for a particular <br /> purpose. <br /> 1.3 Limitation on Liability. Regardless of the form of any claim(s) Customer may have under <br /> this Service Agreement or otherwise, CERVIS's aggregate liability for any damages to Customer, <br /> including negligence, shall not exceed the total amount of fees paid by the Customer to CERVIS <br /> for the Service during the prior twelve (12) months. CERVIS shall not be responsible for and will <br /> bear no liability for damages, including but not limited to consequential damages, arising from any <br /> use of the Service. <br /> OWNERSHIP <br /> 2.1 Ownership. CERVIS has sole ownership of the Service described in this Service <br /> Agreement. CERVIS warrants that, to the best of the knowledge of CERVIS, the Service does not <br /> infringe any patent or copyright. <br /> 2.2 Effect of License. CERVIS shall retain title to and ownership of Service hereunder, including <br /> any modifications and enhancements thereto. Customer's license to use the Service pursuant to <br /> this Agreement does not create any ownership rights in the Service for Customer. <br /> 2.3 Data. Data stored within the Service by the Customer is the sole property of the Customer. <br /> Title and ownership of the volunteer data entered by the Customer remains with the Customer. <br /> Page 1 of 6 <br />