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CAROLINA LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,
<br />SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
<br />OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT
<br />LIMITATION, ANY DAMAGES FOR LOST PROFITS OR LOSS OF DATA OR
<br />BUSINESS INTERRUPTION), WHETHER ARISING FROM NEGLIGENCE, ERRORS,
<br />OR FAILURE OF PERFORMANCE, EVEN IF PROVIDER HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND
<br />CLAIMS SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS
<br />OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
<br />c) Damages TO THE EXTENT PERMITTED BY APPLICABLE NORTH CAROLINA LAW,
<br />IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY FOR ALL CLAIMS
<br />UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR ANY
<br />OTHER LEGAL THEORY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY
<br />COUNTY OR COUNTY’S AFFILIATE IN THE SIX (6) MONTH PERIOD PRECEDING
<br />THE ACT GIVING RISE TO THE CLAIM FOR DAMAGES. Intellectual Property,
<br />Ownership of Work Product. Provider is the sole and exclusive owner of all rights, title and
<br />interest in and to the Service, including all updates, modifications, customizations,
<br />enhancements and other derivative works thereof (collectively “Derivative Works”), and in
<br />any and all copyrights, patents, trademarks, trade secrets and other proprietary and/or
<br />intellectual property rights therein or thereto. To the extent any Derivative Work is
<br />developed by Provider based upon ideas or suggestions submitted by the County to
<br />Provider, the County hereby irrevocably assigns all rights to modify or enhance the Service
<br />using such ideas or suggestions or joint contributions to Provider, together with all
<br />copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual
<br />property rights related to such Derivative Works. Nothing contained in this Agreement shall
<br />be construed to convey to the County (or to any party claiming through the County) any
<br />rights in or to the Service, other than the license rights expressly granted to the County in
<br />this Agreement.
<br />4. Additional Provisions
<br />a) Intellectual Property, Ownership of Work Product. Provider is the sole and exclusive owner
<br />of all rights, title and interest in and to the Service, including all updates, modifications,
<br />customizations, enhancements and other derivative works thereof (collectively “Derivative
<br />Works”), and in any and all copyrights, patents, trademarks, trade secrets and other
<br />proprietary and/or intellectual property rights therein or thereto. To the extent any
<br />Derivative Work is developed by Provider based upon ideas or suggestions submitted by the
<br />County to Provider, the County hereby irrevocably assigns all rights to modify or enhance
<br />the Service using such ideas or suggestions or joint contributions to Provider, together with
<br />all copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual
<br />property rights related to such Derivative Works. Nothing contained in this Agreement shall
<br />be construed to convey to the county (or to any party claiming through the County) any
<br />rights in or to the Service, other than the license rights expressly granted to the County in
<br />this Agreement.
<br />b) Trademarks. The County hereby consents to use of the County’s name and/or logo a) on
<br />Provider’s website in order to direct end-users to the public-facing aspects of the Service,
<br />and b) to create a County-specific public-facing website hosted by Provider where Users may
<br />access the Service. Such consent may be revoked upon reasonable notice.
<br />c) Ownership of Data. County acknowledges and agrees that, as between County and Provider,
<br />Owner retains all ownership right, title and interest in and to all Service Data other than
<br />Provider retaining a worldwide, royalty free perpetual license to the use and distribution of
<br />Service Data, including with respect to any and all copyrights, patents, trademarks, trade
<br />secrets, and other proprietary and/or intellectual property rights therein or thereto.
<br />Provider may analyze and compile Service Data for the purpose of creating De-Identified
<br />DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25
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