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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. 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 till 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 PURCHASER TO REPLAY FOR SERVICES DURING ANY ONE YEAR UNDER THIS AGREEMENT. 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 ( I ) 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. g. Any controversy arising from this Agreement shall be governed by the laws of the State of Florida, and the litigation of any disputes arising out of this Agreement shall occur in the appropriate state or federal court located within the Southern District of Florida. This Agreement replaces and supersedes any previous service agreement between the parties, and constitutes the entire Agreement between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have executed this Agreement by their duty authorized representatives on the day and year set forth below. ) SELLER: PURCHASER: - REPLAY SYSTEMS. INC. Indian River County% ce 6555 N. P INE RD., STE 05 1840 25'h Street _ u>i FORT LA - ERD - LE, 9 Vero Beach, FL 32960 - 1 y O . o BY: BY: ` • I' 1 1 I— — m < SCO HURLEY PRESDENT PRINTED NAM /TITLE: Gary , C . Wheeler , Q ' YZ pr �� O Chairman D I DATE: V DATE: 09 /04 / 07 < O . nnnwt� T Q jU J ; tf 1K. Banton, Clerk a Z w 0 ss/replay.serviceag. 10. 7.03 Q ca Revised: 11 ,106/06 „ Deputy Clerk Countv Administrator