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DocuSign Envelope ID:2C9BC415-6A28-4C2B-96FC-6AE37E38F9D0 <br /> EXCEED THE TOTAL AMOUNT PAID TO STARPOINT FOR THE SERVICES. Customer acknowledges and <br /> agrees that the fees payable by it reflect the allocation of risks set forth in this Agreement and that Starpoint would <br /> not enter into this Agreement without the foregoing limitations on liability. <br /> iv. Applicable Law and Forum. THIS AGREEMENT SHALL BE GOVERNED <br /> BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT <br /> REGARD TO ITS CONFLICTS OR CHOICE OF LAW PRINCIPLES,EXCEPT AS TO MATTERS RELATING <br /> TO COPYRIGHTS OR PATENTS WHICH SHALL BE CONTROLLED BY THE APPLICABLE FEDERAL <br /> LAWS OF THE UNITED STATES. If the laws of any foreign non-United States jurisdiction may apply to this <br /> Agreement,the parties agree that all such laws(including,in particular,but without limitation,foreign laws <br /> pertaining to proprietary rights or the ownership of intellectual property,copyrights,patents or inventions)that may <br /> direct or require any result contrary to the express provisions of this Agreement or which may negate or void any <br /> such provision shall not apply to this Agreement nor shall any such law be taken into account for the purpose of <br /> interpreting or construing any such provision,the parties expressly agreeing hereby that all such laws shall have no <br /> application to nor shall they govern this Agreement for any purpose. Any action or suit related to this Agreement <br /> shall be brought exclusively and only in the state or federal courts sitting in the State of Colorado in the Counties of <br /> Denver and Arapahoe,and each party attorns to the jurisdiction of such courts. EACH OF THE PARTIES <br /> HEREBY KNOWINGLY,VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY <br /> JURY. <br /> V. Non-Solicitation.During the term of this Agreement and for a period of 12 <br /> months after any termination of this Agreement,Customer will not,without the prior written consent of the <br /> Company,either directly or indirectly,on customer's own behalf or in the service or on behalf of others,solicit or <br /> attempt to solicit,divert or hire away any person employed by Starpoint. <br /> vi. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, <br /> STARPOINT DOES NOT MAKE ANY WARRANTY,EXPRESS OR IMPLIED,WITH RESPECT TO THE <br /> SERVICES RENDERED BY IT OR ITS PERSONNEL OR SUBCONTRACTORS OR THE RESULTS <br /> OBTAINED FROM SUCH SERVICES,INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTY <br /> OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. <br /> IN WITNESS WHEREOF,and in acknowledgment that the parties hereto have read and understand each <br /> and every provision hereof,the parties have executed and delivered this Agreement as of the date first set forth <br /> above notwithstanding either party's later execution and delivery. <br /> CUSTOMER: STARPOINT: <br /> ORANGE COUNTY STARPOINT GLOBAL SERVICES <br /> By: <br /> By: Signature <br /> Signature Print Name: <br /> Print Name: Title: <br /> Title: Date signed: 20 <br /> Date signed: ,20 <br /> 4 <br /> 455 CJS03192021 <br />