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DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 <br /> 833.437.8378 <br /> Dynamic Quest Alf— DYNAMIC: <br /> however, mean that the award is reviewable by a court for errors of law or fact. Following the arbitration hearing, the <br /> arbitrator will issue an award and a separate written decision that summarizes the reasoning behind the award and <br /> the legal basis for the award. The arbitrator will award the prevailing party's reasonable costs, fees, attorneys' fees, <br /> or expenses. The award of the arbitrator will be binding on each party.Judgment upon the award may be entered in <br /> any federal or state court of competent jurisdiction in North Carolina. <br /> 39. In no event will Dynamic Quest be liable for any damages or loss caused by Customer's failure to perform its <br /> responsibilities, or under any circumstances for lost profits, consequential or incidental damages arising out of any <br /> alleged breach by Dynamic Quest. <br /> 40. In all events, Customer's sole and exclusive remedy under this Agreement and/or any Addendum with Dynamic <br /> Quest will be to terminate this Agreement and any Addendum and be repaid any disputed amounts paid to Dynamic <br /> Quest. <br /> 41. With respect to any claimed defects in hardware or software, Customer agrees to look solely to the manufacturer or <br /> any remedy,including damages. Customer shall first give Dynamic Quest thirty (30) days'written notice of any <br /> alleged breach and the opportunity,at Dynamic Quest's sole option and in its reasonable discretion, to contact the <br /> manufacturer to cure such breach. If such breach cannot be cured within said thirty (30)-day period, Dynamic Quest <br /> shall have such additional time as is reasonably necessary to contact the manufacturer concerning the same, but <br /> Dynamic Quest would only be a facilitator and not responsible for third party products or solutions. <br /> 42. No term or provision of this Agreement (or any Addendum)will be deemed waived and no breach will be deemed <br /> excused unless such waiver or consent will be in writing and signed by the party claimed to have waived or <br /> consented. No consent by any party to, or waiver of, a breach by the other will constitute a consent to, waiver of, or <br /> excuse for any different or subsequent breach. <br /> 43. If any term or provision of this Agreement (or any Addendum) is invalid, illegal or unenforceable in any jurisdiction, <br /> such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate <br /> or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or <br /> provision is invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected, and the remainder <br /> of this Agreement shall be enforced to the greatest extent permitted by law. <br /> 44. Notwithstanding the place where this Agreement may be executed by any party,this Agreement, the rights and <br /> obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of <br /> the State of North Carolina. <br /> 45. This Agreement and any Addendum may be executed in counterparts, each of which shall be deemed an original but <br /> all of which together are deemed one in the same. <br /> 46. THE PARTIES HAVE READ THIS AGREEMENT,UNDERSTAND IT,AND BY SIGNING BELOW AGREE TO BE <br /> BOUND BY IT.EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL <br /> AUTHORITY TO BIND SUCH PARTY. <br /> DYNAMIC <br /> QUEST Page: 12 of 13 <br />