2023-111-E-Planning-Bluebeam-On site training Bluebeam

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Bluebeam Services Agreement CONFIDENTIAL Page 3 of 7 IN FULL SATISFACTION OF BLUEBEAM’S OBLIGATIONS. TO THE EXTENT NOT PROHIBITED BY LAW, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH. b.Limitation of Damages. Bluebeam will not be liable to Client with respect to any decisions made by Client as a result of the performance of Services hereunder. Except for the Parties’ confidentiality obligations and to the maximum extent permitted by law, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, STATUTORY, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, INCONVENIENCE, LOSS OF DATA OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. 6.MISCELLANEOUS PROVISIONS. a.Disputes. In the event there is a dispute between the parties hereto concerning the subject matter of this Agreement, the parties agree to promptly negotiate in good faith to resolve any such disputes. b.Governing Law and Jurisdiction. Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and any action brought under this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange County. Bluebeam shall remain in compliance with local, state, and federal laws, rules, and regulations applicable to its business, including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and Client may immediately terminate this Agreement without further obligation on the part of the Client. c.By executing this Agreement Bluebeam affirms that Bluebeam and any subcontractors of Bluebeam are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Bluebeam certifies that Bluebeam has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. d. Notice. Any notice or other communication sent under this Agreement shall sent to the parties at their respective addresses set forth below (or at such other address as a party may specify by notice made pursuant to the terms hereof). Notices will be considered given and received (i) on the date of actual delivery if delivered personally or by overnight courier; (ii) three (3) days from the date of postmark if by certified first class mail (return receipt requested); or (iii) the date an email is sent unless the actual date sent is a Saturday or Sunday (based on the recipient’s time zone) then the next business day shall be considered the date of delivery. Notices to Bluebeam shall be sent to Bluebeam, Inc., Attn: Legal Department, 443 S. Raymond, Pasadena, CA 91105 USA, Tel: 626-788-4000, legal@bluebeam.com. Notices to Client shall be sent to: Address: 131 West Margaret Lane; Hillsborough, NC 27278 Email: pmallett@orangecountync.gov e.Assignment. Neither party shall assign, transfer or otherwise convey, in whole or in part, any of the rights or obligations set forth herein without the prior written consent of the other party. f. Severability. If any provision herein is held invalid or unenforceable, such provision shall be deemed modified only to the extent necessary to render the same valid or excluded from this Agreement, as the DocuSign Envelope ID: 6431C34F-B0F0-4978-9707-48BDB8700ACC