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la 4 � v 6. CHARGES Charges for services provided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon receipt of invoice . All other charges hereunder are likewise payable by Purchaser on receipt of invoice. Invoices shall be paid pursuant to the local government Prompt Payment Act Florida Statute 218 . 70 — 218 . 79 as applicable. Furthermore, Replay ' s obligations hereunder during the Term, and during any renewal thereof, shall commence only after receipt of full payment by Purchaser of the invoice for said Term, and Replay may suspend service hereunder during any period in which payment of any invoice is delinquent. If the continuity of coverage under this Agreement (or between the date of termination of the original manufacturer ' s warranty and the date of commencement of the initial Term of this Agreement) is interrupted or suspended due to non -receipt of payment from the Purchaser, or for any reason other than an action or omission on the part of Replay, Replay may require an on - site evaluation of the Equipment to determine the condition of the Equipment before continuation of this Agreement goes into effect. The cost of parts, labor, and travel to conduct such an evaluation , and all expenses incurred in order to return the Equipment to serviceable standards of operation as deemed necessary by Replay, will be responsibility of Purchaser. 7. OPTION TO REPLACE Purchaser shall have the option , at any time during the Term hereof, to replace the Equipment by purchasing from Replay such replacement equipment ( if any) as may be then-offered by Replay. Should Purchaser exercise said option, (a) Replay shall sell such replacement equipment to Purchaser at a discount of twenty percent (20%) off of Replay ' s then -published prices for same, (b) this Agreement shall remain in effect, but shall be tolled during the original manufacturer ' s warranty period for the replacement equipment ( if any), and (c) Appendix 2 hereof shall be deemed amended to substitute the replacement equipment for the equipment replaced . 8. GENERAL a. Replay ' s obligations hereunder are subject to delays caused by labor difficulties; fires; casualties and accidents ; acts of the elements; acts of a public enemy ; transportation difficulties ; inability to obtain its equipment materials, or qualified labor sufficient to fill its orders ; government interference or regulations; and other causes beyond Replay ' s control . b . Any or all of Replay ' s rights or obligations under this Agreement may be assigned by Replay with notice to the Purchaser, and, on such assignment, Replay shall be release of all obligations hereunder, which obligations shall be the responsibility of the assignee thereof. c. Replay reserves the right to modify or delete any term of this Agreement effective as of any anniversary date of the Agreement by giving at least thirty (30 ) days prior written notice to Purchaser. Purchaser may then elect to accept the Agreement with such modification( s) or deletion(s), or to terminate the Agreement . Failure by the Purchaser to terminate this Agreement in writing within the thirty (30) day notice period shall signify acceptance of the Agreement as amended . d . This agreement may be entered into and/or modified only by Replay ' s President and an authorized representative of Purchaser. Purchaser represents and warrants that the person executing this Agreement on behalf of Purchaser is duly authorized to take such action on behalf of Purchaser. e. LIMITED WARRANTY AND LIMITATION OF LIABILITY . REPLAY ' S LIABILITY TO PURCHASER HEREUNDER FOR DAMAGES OF ANY NATURE, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE , SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE MAXIMUM TOTAL CHARGES PAID OR PAYABLE BY REPLAY SYSTEMS ' INSURANCE COVERAGE LIMITS. THIS IMPLIED WARRANTY AND LIMITATION OF LIABILITY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF " MERCHANTABILITY" OR " FITNESS FOR A PARTICULAR PURPOSE ." IN NO EVENT SHALL REPLAY BE LIABLE FOR ANY LOSS OF DATA, NOR FOR LOST PROFITS, NOR FOR SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES. f No action arising out of or relating this Agreement, whether in contract or tort, including negligence, maybe be brought by either party more than ( 1 ) year after the cause of action accrues; provided, however, that any action for nonpayment may be brought at any time within the applicable statute of limitations period . 3 ss/replay . serviceag. 10 . 7 . 03 Replay Service Agreement Revised : 10/20/08 Level 3