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6,PAay 4 4,. �rL 1,..0 CaA� prof <br /> 6. CHARGES a. �f • �S , •2 ( O / G( S'� <br /> r v <br /> Charges for service rovided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon <br /> receipt of invoic . All other charges hereunder are likewise payable by Purchaser on receipt of invoice. IAueiQe <br /> suUje o <br /> 4ewer. Furthermore, Replay ' s obligations hereunder during the Term, and during any renewal thereof, shall commence <br /> only after receipt of full payment by Purchaser of the invoice for said Term, and Replay may suspend service hereunder <br /> during any period in which payment of any invoice is delinquent. If the continuity of coverage under this Agreement <br /> (or between the date of termination of the original manufacturer' s warranty and the date of commencement of the initial <br /> Term of this Agreement) is interrupted or suspended due to non-receipt of payment from the Purchaser, or for any <br /> reason other than an action or omission on the part of Replay, Replay may require an on-site evaluation <br /> of the <br /> Equipment to determine the condition of the Equipment before continuation of this Agreement goes into effect. The <br /> cost of parts, labor, and travel to conduct such an evaluation, and all expenses incurred in order to return the Equipment <br /> to serviceable standards of operation as deemed necessary by Replay, will be responsibility of Purchaser. <br /> 7. GENERAL <br /> a. Replay' s obligations hereunder are subject to delays caused by labor difficulties; fires; casualties and <br /> accidents; acts of the elements; acts of a public enemy; transportation difficulties; inability to obtain its <br /> equipment materials, or qualified labor sufficient to fill its orders; government interference or regulations; <br /> and other causes beyond Replay ' s control . <br /> b . Any or all of Replay ' s rights or obligations under this Agreement may be assigned by Replay with notice to <br /> the Purchaser, and, on such assignment, Replay shall be release of all obligations hereunder, which <br /> obligations shall be the responsibility of the assignee thereof. <br /> C. Replay reserves the right to modify or delete any term of this Agreement effective as of any anniversary date <br /> of the Agreement by giving at least thirty (30) days prior written notice to Purchaser. Purchaser may then <br /> elect to accept the Agreement with such modification(s) or deletion(s), or to terminate the Agreement. <br /> Failure by the Purchaser to terminate this Agreement in writing within the thirty (30) day notice period shall <br /> signify acceptance of the Agreement as amended. <br /> d. This agreement may be entered into and/or modified only by Replay ' s President and an authorized <br /> representative of Purchaser. Purchaser represents and warrants that the person executing this Agreement on <br /> behalf of Purchaser is duly authorized to take such action on behalf of Purchaser. <br /> e. <br /> PURCHASER HEREUNDER FOR DAMAGES OF ANY NATURE, WHETHER I 11RACT OR <br /> TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO, AND NOT EXCEED, THE <br /> MAXIMUM TOTAL CHARGES PAID OR PAYABLE CHASER TO REPLAY FOR <br /> SERVICES DURING ANY ONE YEAR UN IS AGREEMENT. THIS IMPLIED <br /> WARRANTY AND LIMITATION O LITY IS IN LIEU OF ANY AND ALL OTHER <br /> WARRANTIES, EXPR R IMPLIED, INCLUDING WARRANTIES OF <br /> "MERCHANTA OR " FITNESS FOR A PARTICULAR PURPOSE." IN NO EVENT <br /> SHAL AY BE LIABLE FOR ANY LOSS OF DATA, NOR FOR LOST PROFITS, NOR FOR <br /> . <br /> f. No action arising out of or relating this Agreement, whether in contract or tort, including negligence, maybe <br /> be brought by either party more than ( 1 ) year after the cause of action accrues; provided, however, that any <br /> action for nonpayment may be brought at any time within the applicable statute of limitations period . <br /> g. Any controversy arising from this Agreement shall be governed by the laws of the State of Florida, and the <br /> litigation of any disputes arising out of this Agreement shall occur in the appropriate state or federal court <br /> located within the Southern District of Florida. <br /> 3 <br /> ss/replay. serviceag. 10. 7 .03 Replay Service Agreement <br /> Revised : 05/ 15/08 Level 3 <br />