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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 />Page: 12 of 13 <br />DocuSign Envelope ID: BFF5690F-4716-4836-B8D9-3E84C4C21608DocuSign Envelope ID: 794DFC24-0B3E-4B79-89C7-5EB660107E4B