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Customer:Orange County, NC ReC211341755 <br />12.3.Surviving Terms.The provisions set forth in the following sections,and any other right or obligation of the parties in <br />this Agreement that,by its nature,should survive termination or expiration of this Agreement,will survive any <br />expiration or termination of this Agreement: Section 6, Section 7, Section 8, Section 11, Section 12 and Section 13. <br />13.EMERGENCY NOTIFICATIONS <br />13.1.Customer covenants and agrees that it has and will maintain primary safety and emergency response procedures, <br />including,without limitation,notifying 911 or equivalent fire,police,emergency medical and public health officials <br />(collectively,"First Responders").Customer acknowledges and agrees that ReCollect is not a First Responder,and <br />that the ReCollect Services do not serve as a substitute for Customer ’s own emergency response plan,which in the <br />event of an actual or potential imminent threat to person or property,shall include contacting a First Responder prior <br />to using the ReCollect Services. <br />14.GENERAL <br />14.1.Notices.Any notice required or permitted to be given to the parties by this Agreement or by Law may be delivered to <br />the intended recipient at its address or e-mail address set forth on the Cover Pages.Any party may change its <br />address for notice from time to time by notice given in accordance with the foregoing,and any subsequent notice <br />shall be sent to such party at its changed address. <br />14.2.Assignment.Neither party may transfer or assign its rights and obligations under this Agreement without obtaining <br />the other party’s prior written consent except to an Affiliate of such party (in which case,the party will remain liable for <br />such Affiliate’s actions or omissions)or to a purchaser of all or substantially all of such party’s assets,securities or <br />business. <br />14.3.Amendments and Waivers.This Agreement may not be modified or amended except by written agreement.No <br />provision of this Agreement may be waived except in writing by the party providing the waiver.No failure or delay by <br />either party in exercising any right under this Agreement will constitute a waiver of that right. <br />14.4.Entire Agreement.This Agreement constitutes the entire agreement and understanding between the parties with <br />respect to the matters dealt with herein.All previous agreements,understandings,and representations,whether <br />written or oral,between the parties have been superseded by this Agreement.For greater certainty,the Customer <br />warrants that it has not relied on any representation made by ReCollect which has not been stated expressly in this <br />Agreement,or upon any descriptions,illustrations or specifications contained in any document including publicity <br />material produced by ReCollect. <br />14.5.Governing Law.This Agreement is governed by and will be interpreted and construed in accordance with the Laws <br />of the state or province of the Customer as set forth under “Customer Information” on the Cover Pages. <br />14.6.Relationship of the parties.The parties are independent contractors.This Agreement does not create a <br />partnership, joint venture, agency, fiduciary or employment relationship between the parties. <br />14.7.Unavoidable Events.No party will be regarded as being in default in performance of any obligations under this <br />Agreement,or liable for any Damages,if such party is delayed or hindered in the performance of,or unable to <br />perform, such obligations, or such Damages arise, as a consequence of an Unavoidable Event. <br />14.8.Severability.Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall,as to that <br />jurisdiction,be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the <br />balance of this Agreement without invalidating or affecting the remaining provisions of this Agreement in that or any <br />other jurisdiction, which remaining provisions shall continue in full force and effect. <br />14.9.Execution.This Agreement may be executed in counterparts by the respective parties,each of which when so <br />executed shall be deemed to be an original and all of which taken together shall constitute one and the same <br />agreement,provided that this Agreement shall be of no force and effect until the counterparts are exchanged. <br />Transmission of an executed signature page by email or other electronic means is as effective as a manually <br />executed counterpart of this Agreement. <br />______________________________________ <br />End of General Terms and Conditions <br />RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 11 <br />DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57