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DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E
<br /> 17.6. Modifications and Amendments.This Agreement may not 17.14. Venue.The parties agree that any Dispute shall be brought
<br /> be amended except through a written agreement signed by exclusively in the state or federal courts located in Orange
<br /> authorized representatives of each party. County,North Carolina
<br /> 17.7. Force Majeure.No delay,failure,or default,other than a 17.15. Bench Trial.The parties agree to waive,to the maximum
<br /> failure to pay Fees when due,will constitute a breach of this extent permitted by law,any right to a jury trial with respect
<br /> Agreement to the extent caused by acts of war,terrorism, to any Dispute.
<br /> hurricanes,earthquakes,other acts of God or of nature,
<br /> strikes or other labor disputes,riots or other acts of civil 17.16. No Class Actions.Omitted.
<br /> disorder,embargoes,or other causes beyond the performing
<br /> party's reasonable control(collectively,"Force Majeure").
<br /> In such event,however,the delayed party must promptly 17.17. Limitation Period.Omitted.
<br /> provide the other party notice of the Force Majeure.The
<br /> delayed party's time for performance will be excused for 17.18. Dispute Resolution.Customer and ESO will attempt to
<br /> the duration of the Force Majeure,but if the event last resolve any Dispute through negotiation or by utilizing a
<br /> longer than thirty(30)days,the other party may mediator agreed to by the parties,rather than through
<br /> immediately terminate the applicable. litigation.Negotiations and mediations will be treated as
<br /> confidential.If the parties are unable to reach a resolution
<br /> 17.8. NEMSIS.ESO's SaaS Software,where applicable,is within thirty(30)days of notice of the Dispute to the other
<br /> NEMSIS v3 compliant.ESO shall make its best reasonable party,the parties may pursue all other courses of action
<br /> commercial efforts to maintain NEMSIS compliance within available at law or in equity.
<br /> applicable mandated deadlines as future versions are
<br /> released.Should ESO breach the terms of this Section 17.8 17.19. Technology Export.Customer shall not:(a)permit any third
<br /> "NEMSIS",Customer's sole remedy shall be the option to party to access or use the Software in violation of any U.S.
<br /> immediately terminate this Agreement,and ESO will refund law or regulation;or(b)export any software provided by
<br /> any prepaid,unearned Fees to Customer. ESO or otherwise remove it from the United States except
<br /> in compliance with all applicable U.S.laws and regulations.
<br /> 17.9. Marketing.Omitted. Without limiting the generality of the foregoing,Customer
<br /> shall not permit any third party to access or use the
<br /> Software in,or export such software to,a country subject to
<br /> 17.10. Waiver&Breach.Neither party will be deemed to have a United States embargo(as of the Effective Date-Cuba,
<br /> waived any of its rights under this Agreement unless it is an Iran,North Korea,Sudan,and Syria).
<br /> explicit written waiver made by an authorized
<br /> representative.No waiver of a breach of this Agreement
<br /> will constitute a waiver of any other breach of this 17.20. Order of Precedence.hi the event of any conflict between
<br /> Agreement. this Agreement,Addenda or other attachments incorporated
<br /> herein,the following order of precedence will govern:(1)
<br /> Exhibit X,the County Terms,(2)the General Terms and
<br /> 17.11. Survival of Terms.Unless otherwise stated,all of ESO's Conditions;(3)any Business Associate Agreement;(4)the
<br /> and Customer's respective obligations,representations and applicable Software Schedule or SOW,with most recent
<br /> warranties under this Agreement which are not,by the Software Schedule or SOW taking precedence over earlier
<br /> expressed terms of this Agreement,fully to be performed ones,(4)the implementation plans attached as Exhibits E
<br /> while this Agreement is in effect shall survive the and F to this Agreement;and(5)any ESO policy posted
<br /> termination of this Agreement. online,including without limitation its privacy policy.No
<br /> amendments incorporated into this Agreement after
<br /> 17.12. Ambiguous Terms.This Agreement will not be construed execution of the General Terms and Conditions will amend
<br /> against any party by reason of its preparation. such General Terms and Conditions unless it specifically
<br /> states its intent to do so and cites the section or sections
<br /> 17.13. Governing Law.This Agreement,any related Addenda,and amended.
<br /> any CLAIM,DISPUTE,OR CONTROVERSY
<br /> (WHETHER IN CONTRACT,TORT,OR OTHERWISE, 17.21. Counterparts.This Agreement may be executed in one or
<br /> INCLUDING STATUTORY,CONSUMER more counterparts.Each counterpart will be an original,and
<br /> PROTECTION,COMMON LAW,INTENTIONAL TORT all such counterparts will constitute a single instrument.
<br /> AND EQUITABLE CLAIMS)BETWEEN CUSTOMER
<br /> AND ESO,including their affiliates,contractors,and 17.22. Signatures. This Agreement together with any
<br /> agents,and each of their respective employees,directors, amendments or modifications may be executed
<br /> and officers(a"Dispute")will be governed by the laws of electronically. All electronic signatures affixed hereto
<br /> the State of North Carolina,without regard to conflicts of evidence the consent of the Parties to utilize electronic
<br /> law• signatures and the intent of the Parties to comply with
<br /> Article 11A and Article 40 of North Carolina General
<br /> Statute Chapter 66.
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