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<br />of such Party’s obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement binding
<br />on such Party and enforceable in accordance with its terms.
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<br />36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals,
<br />and free of any material defect. CivicPlus warrants to the Client that, upon notice given to CivicPlus of any defect in desig n or
<br />fault or improper workmanship, CivicPlus will remedy any such defect. CivicPlus makes no warranty regarding, and wi ll have
<br />no responsibility for, any claim arising out of: (i) a modification of the Services made by anyone other than CivicPlus, even in a
<br />situation where CivicPlus approves of such modification in writing; or (ii) use of the Services in combination with a third party
<br />service, web hosting service, or server not authorized by CivicPlus.
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<br />37. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, CIVICPLUS HEREBY DISCLAIMS ALL
<br />WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
<br />WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR
<br />COURSE OF DEALING.
<br />38. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER
<br />OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN
<br />THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CIVICPLUS TO CLIENT AND IS
<br />AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
<br />PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
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<br />Force Majeure
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<br />39. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or
<br />covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic, fire,
<br />casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public
<br />enemy, or other cause of similar or dissimilar nature beyond its control.
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<br />Taxes
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<br />40. The amounts owed for the Services exclude, and Client will be responsible for, all sales, use, excise, withholding and any
<br />other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with
<br />the Services (excluding taxes based solely on CivicPlus’s income). If the Client is tax-exempt, the Client must provide CivicPlus
<br />proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Client under this Agreement
<br />will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all
<br />resulting fines, penalties and expenses.
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<br />Other Documents
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<br />41. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs, constitutes the entire agreement
<br />between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,
<br />concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement or any SOW will be
<br />effective unless in writing and signed by each Party. However, to the extent of any conflict or inconsistency between the provision
<br />in the body of this Agreement and any exhibit, amendment, or addenda hereto or any SOW, the terms of such exhibit, amendment,
<br />addenda or SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client
<br />purchase order or other order documentation (excluding SOWs) will be incorporated into or form any part of this Agreement, all
<br />such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement .
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<br />Interlocal Purchasing Consent/ Cooperative Purchasing
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<br />42. With the prior approval of CivicPlus, which may be withheld for any or no reason within CivicPlus’s sole discretion, this
<br />Agreement and any SOW may be extended to any public entity in Client’s home-state to purchase at the SOW prices and
<br />specifications in accordance with the terms stated herein.
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