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DocuSign Envelope ID:2A1FF9C3-5E84-4494-AE50-59EAC650084E <br /> 7.2 Limitation of Liability. To the extent allowed under applicable law, the liability, if any, <br /> of BridgePay under this Agreement for any claims, costs, damages, losses and expenses for <br /> which it is or may be legally liable, whether arising in negligence or other tort, contract, or <br /> otherwise, will not, subject to applicable law, exceed in the aggregate the amount of <br /> compensation paid to BridgePay for the preceding 12 month period, measured from the date <br /> the liability accrues. In no event will either party be liable for indirect, special, consequential, <br /> or punitive damages even if advised of that possibility, to the extent such limitation is not <br /> prohibited by applicable law. To the extent allowed under applicable law, neither party will <br /> be liable to the other for any failure or delay in its performance of this Agreement in <br /> accordance with its terms if such failure or delay arises out of causes beyond the control and <br /> without the fault or negligence of such party.Vlll. General <br /> 8.1 Assignability. Client may not transfer, sell, or otherwise assign any of its rights under <br /> this Agreement, either directly or by operation of law, without providing prior written notice to <br /> BridgePay. <br /> 8.2 Notice. All communications under this Agreement will be in writing and will be <br /> delivered in person, by email, or by nationally-recognized overnight mail courier, return receipt <br /> requested, addressed to the addresses specified in the opening paragraph of this Agreement <br /> and to the attention of that party's president. The parties may, from time to time, designate <br /> different persons or addresses to which subsequent communications will be sent by sending a <br /> notice of such designations in accordance with this Section. <br /> 8.3 Entire Understanding, Amendment. This Agreement, including the attached exhibits <br /> which are incorporated by reference, sets forth the entire understanding of the parties relating <br /> to its subject matter. Amendments to this Agreement must be in writing and signed by both <br /> parties. <br /> 8.4 Severability. If any provision of this Agreement is illegal, the invalidity of such provision <br /> will not affect any of the remaining provisions, and this Agreement will be construed as if the <br /> illegal provision is not contained in the Agreement. This Agreement will be deemed modified to <br /> the extent necessary to render enforceable the provisions hereunder. <br /> 8.5 No Waiver of Rights. No failure or delay on the part of any party in exercising any right <br /> under this Agreement will operate as a waiver of that right, nor will any single or partial <br /> exercise of any right preclude any further exercise of that right. <br /> 8.6 Successors and Assigns. This Agreement will inure to the benefit of and will be binding <br /> upon the parties and their respective permitted successors and assigns. <br /> 8.7 Applicable Law. This Agreement will be deemed to be a contract made under the laws <br /> of the State of North Carolina, and will be construed in accordance with the laws of North <br /> Carolina without regard to principles of conflicts of law. The exclusive forum and venue for the <br /> adjudication of any rights, claims or disputes arising out of or in connection with this <br /> Agreement shall be the federal or state courts located in Orange County, North Carolina. The <br />