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responsible under this section,regardless of when LeaseQuery is made aware of such legal obligation,the appropriate amount shall be
<br /> invoiced to and promptly paid by Client (without reducing the amount of fees or expense reimbursements to which LeaseQuery is
<br /> entitled under this Agreement and any Sales Order),unless Client provides LeaseQuery with a valid tax exemption certificate authorized
<br /> by the appropriate taxing authority.
<br /> 6. TERM AND TERMINATION.
<br /> 6.1 Term of Sales Order.Unless otherwise specified in the Sales Order,the term of each Sales Order shall commence on the date
<br /> such Sales Order is last signed by the parties and shall continue for the Initial Term thereof. Thereafter, such Sales Order shall
<br /> automatically renew for an unlimited number of consecutive terms,each of the same duration as the immediately preceding term(each,
<br /> a "Renewal Term") unless (i) otherwise specified in a Sales Order or (ii) either party provides written notice of such party's
<br /> determination not to renew the Sales Order at least 30 days and no more than 120 days prior to the end of the then-current term.In the
<br /> event either party declines to renew any Sales Order in accordance with the preceding sentence for any or no reason,such party shall
<br /> not have any liability to the other party merely as a result of such non-renewal,including without limitation any claim for detrimental
<br /> reliance.
<br /> 6.2 Term of this Agreement.This Agreement shall remain in effect until all Sales Orders have been terminated,at which point this
<br /> Agreement shall automatically terminate.For the avoidance of doubt,if any Sales Order is terminated,the terms of this Agreement shall
<br /> continue to apply to any other Sales Order that has not been terminated.
<br /> 6.3 Termination.Any Sales Order may be terminated by either party if the other party materially breaches the terms or conditions
<br /> of this Agreement with respect to such Sales Order and the breaching party fails to cure such breach within 30 days of the date that
<br /> written notice of the breach is given by the non-breaching party. In addition, any Sales Order may be immediately terminated by
<br /> LeaseQuery with written notice to Client if LeaseQuery determines that the provision of services in exchange for the fees as set forth in
<br /> this Agreement or in the applicable Sales Order may be in conflict with law or would subject LeaseQuery to industry-specific
<br /> registration,certification,licensing or similar requirements.
<br /> 6.4 Effect of Termination.Upon a termination of any Sales Order or this Agreement for any reason,Client shall promptly(but in
<br /> no event within more than 30 days)pay LeaseQuery all amounts owed as of the effective date of the termination, including,without
<br /> limitation,the subscription fees for the unexpired then-current term(to the extent not already paid).Client may request the exportation
<br /> of its Client Data at any point during the term of this Agreement,provided such access has not been suspended in accordance with the
<br /> terms of this Agreement.In addition,LeaseQuery will retain the Client Data then stored in the Solution for at least 90 days following
<br /> the effective date of the termination of this Agreement.Upon LeaseQuery's receipt during such 90-day period of Client's written request,
<br /> so long as all amounts due to LeaseQuery under this Agreement and all Sales Orders have been paid,LeaseQuery will make all such
<br /> Client Data available to Client in a.csv or other mutually agreeable format.Following this 90-day period,Client may permanently Iose
<br /> its data.
<br /> 7. REPRESENTATIONS;WARRANTIES;DISCLAIMERS.
<br /> 7.1 Representations and Warranties.Each party represents,with respect to this Agreement and any applicable Sales Order,that(i)
<br /> it has the requisite power,authority and capacity to enter into this Agreement or the Sales Order, and(ii)this Agreement and the Sales
<br /> Order each constitute a legal,valid and binding obligation,enforceable against such party.Client represents and warrants that it(a)is
<br /> not a competitor of LeaseQuery and(b)has obtained all required authorizations,permissions and consents necessary for LeaseQuery
<br /> and its contractors and subcontractors to access and use the Client Data for the purposes described herein.LeaseQuery warrants that(1)
<br /> the Solution shall operate materially in accordance with the terms of this Agreement and the applicable Sales Order, provided that
<br /> Client's sole and exclusive remedy for noncompliance with the SLAs set forth in Exhibit A are as set forth in Exhibit A;and(2)any
<br /> Professional Services(if applicable)shall be performed in good faith.
<br /> 7.2 Warranty Remedies. To receive remedies for LeaseQuery's breach of a warranty,Client must promptly report the breach of
<br /> warranty in writing to LeaseQuery no later than thirty(30)days of the first date the deficiency is identified by Client.As Client's sole
<br /> and exclusive remedy and LeaseQuery's sole liability for an act or omission constituting a breach of warranty,(i)LeaseQuery shall
<br /> correct the deficiency at no additional charge to Client,or(ii)in the event it is not commercially practicable for LeaseQuery to correct
<br /> such deficiencies after good-faith efforts,LeaseQuery shall refund to Client or offset against other amounts due to LeaseQuety any fees
<br /> paid allocable to the defective portion of the service from the date LeaseQuery received such notice.
<br /> 7.3 DISCLAIMER OF WARRANTIES AND REPRESENTATIONS. Except for the limited warranties and
<br /> representations expressly provided in Section 7.1 of this Agreement and to the maximum extent permitted by applicable law,
<br /> LeaseQuery does not make, and specifically negates and disclaims, any warranties, representations, promises, covenants,
<br /> obligations, agreements or guarantees of any kind, whether express or implied (including, without limitation, any implied
<br /> warranties of merchantability or fitness for a particular purpose),written or oral,past,present or future,statutory or otherwise,
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