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DocuSign Envelope ID:2A1FF9C3-5E84-4494-AE50-59EAC650084E <br /> parties specifically waive the right to a jury trial in connection with any dispute arising out of <br /> this Agreement, or between the parties for any reason. <br /> 8.8 Independent Contractors. BridgePay and Client will be deemed to be independent <br /> contractors and will not be considered to be agent, servant,joint venturer, or partner of the <br /> other. <br /> 8.9 Construction. The headings used in this Agreement are inserted for convenience only <br /> and will not affect the interpretation of any provision. All Sections mentioned in the <br /> Agreement reference Section numbers of this Agreement. The language used will be deemed <br /> to be the language chosen by the parties to express their mutual intent, and no rule of strict <br /> construction will be applied against any party. <br /> 8.10 Survival. All sections that by their context are intended to survive the termination of <br /> this Agreement will survive termination of this Agreement. <br /> 8.11 Force Majeure. In no event shall BridgePay or the Client be liable with respect to the <br /> failure of its duties and obligations under this Agreement which is attributable to acts of God, <br /> war, terrorism, conditions or events of nature, civil disturbances, work stoppages, equipment <br /> failures, power failures, fire or other similar events beyond its control. <br /> 8.12 Name and Trademarks. Except as otherwise provided in this Agreement, neither party <br /> will use the other's name or trademarks in any promotional or marketing materials without <br /> prior written consent. Client understands and agrees that this Agreement confers, and Client <br /> shall obtain, no other right to BridgePay's name or trademarks by virtue of such use. Client <br /> acknowledges that BridgePay is the sole owner of its trademarks (the "Marks"), and <br /> acknowledges that the Products and Services are a proprietary product of BridgePay. <br /> Accordingly, Client acknowledges that ownership of all existing patents, copyrights, mask work <br /> rights, trademarks, trade names, trade secrets and other proprietary rights relating to or <br /> residing in Products and Services, and all copies of all or any part thereof("Intellectual <br /> Property"), will remain with BridgePay. BridgePay may at any time and upon reasonable notice <br /> prohibit Client from using the Marks or Intellectual Property for any reason. <br /> 8.13 Counterparts/Signatures. This Agreement may be executed in one or more <br /> counterparts, each of which shall be deemed to be an original, and such counterparts shall <br /> together constitute one and the same instrument. The signatures to this Agreement may be <br /> evidenced by facsimile copies or PDF copies reflecting the party's signature, and any such <br /> facsimile copy or PDF copy shall be sufficient to evidence the signature of such party as if it <br /> were an original signature. All electronic signatures affixed hereto evidence the intent of the <br /> Parties to comply with Article 11A and Article 40 of North Carolina General Statutes. <br /> 8.14 Compliance. BridgePay shall at all times remain in compliance with all applicable local, <br /> state, and federal laws, rules, and regulations and the Orange County Anti-Discrimination <br /> Policy. Any violation of this requirement is a breach of this Agreement and Client may <br />