2019-549-E OPT - GoTriangle GoPass service agreement

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4 7. Mutual Representations: The Parties have full legal and corporate power and authority to enter into this Agreement. Except as provided in this Agreement, neither GoTriangle nor Customer is subject to any agreement or other constraint that would prohibit, restrict or adversely affect its right or ability to enter into, or carry out its obligations under, this Agreement. This Agreement, when executed, will become the legal, valid and binding obligation of and inure to the benefit of the respective Parties and their agents, grantees, successors, and assigns. 8. Disclaimer. Except as otherwise specifically provided in this Agreement, GOTRIANGLE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICE, RESOURCE, OR PRODUCT PROVIDED OR SUPPLIED BY GOTRIANGLE OR AN AFFILIATE, CONTRACTOR OR AGENT, AND GOTRIANGLE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GOTRIANGLE DOES NOT WARRANT THAT THE PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED. 9. Dispute Resolution: Except for disputes regarding the payment of invoices or other amounts owed to GoTriangle under this Agreement, which will be handled pursuant to Section 2.3 above, in the event a dispute arises between the Parties to this Agreement in connection with the requirements of this Agreement the dispute will first be submitted to the Management Committee for resolution. If the Management Committee cannot resolve the dispute within thirty (30) days, the Parties shall each appoint a representative to bargain in good faith towards a mutual resolution. If the representatives of the Parties, after reasonable good faith negotiations that lasted at least thirty (30) days, cannot reach a compromise then either Party may adjudicate their dispute as allowed by North Carolina State Laws. 10. Damages: Regardless of the basis of any claim (whether an action in contract or tort), GoTriangle’s total liability in the aggregate for all claims under or relating to this Agreement will be limited to actual direct damages of Customer in an amount not to exceed the Fee paid by Customer to GoTriangle with respect to the services that are the subject of, or gave rise to, the claim during the twelve months prior to the date on which the basis for the first claim first arose. The limitations of liability in this Section will not apply to claims for bodily injury or death. In no event will GoTriangle be liable for any damages if, and to the extent caused, by Customer’s failure to perform its responsibilities, as set forth in this Agreement. 11. Non-Performance; Force Majeure. To the extent any non-performance or delay by GoTriangle results from or is caused by (a) the actions, omissions or interference of Customer or service of GoPass riders or their employees, contractors or agents or other third parties or (b) the failure or delay of any of the foregoing to perform any conditions required for GoTriangle’s performance of its responsibilities, such non-performance or delay will be excused. GoTriangle will not be liable to Customer for any delay or inability to perform its obligations or otherwise if such delay or inability arises from any act of God, fire, natural disaster, act of government, act of war (declared or undeclared), act of terrorism (domestic or international), riot, civil disturbance, manufacturer's shortages or constraints of parts or products, or any other cause beyond the reasonable control of GoTriangle, whether or not foreseeable. DocuSign Envelope ID: 482E99B7-9A3A-4E92-AA6E-2549FE065DDE