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Cod <SMART
<br /> disclosure is consistent with the Act or with an order applying the Act entered by the Snohomish County Superior Court
<br /> or a Washington appellate court.
<br /> 10. Export.CUSTOMER acknowledges that it is responsible for complying with(and agrees to comply with)all applicable export and re-
<br /> export control laws and regulations,including,without limitation,the Export Administration Regulations maintained by the United
<br /> States Department of Commerce.Specifically,CUSTOMER covenants that it shall not--directly or indirectly--sell,export(including
<br /> without limitation any deemed export as defined by applicable law),re-export,transfer,divert,or otherwise dispose of any Service
<br /> deliverable to any country(or national thereof)subject to antiterrorism controls,U.S.embargo,encryption technology controls,or
<br /> to any other person,entity(or utilize any such person or entity in connection with the activities listed above),or destination
<br /> prohibited by the laws or regulations of the United States,without obtaining prior authorization from the competent government
<br /> authorities as required by those laws and regulations.CUSTOMER certifies,represents and warrants that no Service shall be used for
<br /> any military or defense purpose,including,without limitation,being used to design,develop,engineer,manufacture,produce,
<br /> assemble,test,repair,maintain,modify,operate,demilitarize,destroy,process,or use military or defense articles.Notwithstanding
<br /> any provision of IT services or designs by CODESMART,CUSTOMER acknowledges that it is not relying on CODESMART for any
<br /> advice or counseling on such export control requirements.CUSTOMER agrees to indemnify,to the fullest extent permitted by law,
<br /> CODESMART from and against any fines,penalties and reasonable attorney fees that may arise as a result of CUSTOMER's breach of
<br /> this Section.
<br /> 11. Limitation of Liability.NO MONETARY RECOVERY IS AVAILABLE FROM CODESMART FOR WARRANTY CLAIMS.IN ADDITION,IN NO
<br /> EVENT WILL CODESMART's LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE PAID FOR THE SERVICE THAT IS THE BASIS FOR
<br /> THE PARTICULAR CLAIM. CODESMART WILL NOT,IN ANY EVENT,BE LIABLE FOR ANY LOSS OF REVENUE,PROFIT,USE OF DATA,
<br /> INTERRUPTION OF BUSINESS OR FOR SPECIAL,INDIRECT,CONSEQUENTIAL,INCIDENTAL,EXEMPLARY OR PUNITIVE DAMAGES,
<br /> HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY,ARISING OUT OF THE USE OF OR INABILITY TO USE THE
<br /> PRODUCT OF THE SERVICES,OR IN ANY WAY CONNECTED TO THIS AGREEMENT,EVEN IF CODESMART HAS BEEN ADVISED OF
<br /> SUCH DAMAGES.THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF
<br /> CONTRACT,WARRANTY,NEGLIGENCE,INFRINGEMENT OR OTHER TORT,BREACH OF ANY STATUTORY DUTY,PRINCIPLES OF
<br /> INDEMNITY,CONTRIBUTION,OR OTHERWISE.
<br /> 12. Cancellation of Order.City may only cancel for good cause or for reasons out of the City's control,such as budgetary constraints. If
<br /> City cancels the contract,City must provide reimbursement to CODESMART for all work and services already completed,and must
<br /> give CODESMART 30 days advance notice of such cancellation.
<br /> 13. Additional Contractual Rights for Default.If CUSTOMER defaults in performance of any obligation under this Agreement,including
<br /> the payment of any amount due,CODESMART may,at its option,suspend performance,require prepayment,or terminate its
<br /> performance and collect payment for all Services provided up to the date of termination.
<br /> 14. Attorney Fees.CUSTOMER shall reimburse CODESMART for any and all expenses including,without limitation,reasonable attorney
<br /> fees and legal expenses that CODESMART pays or incurs in protecting and enforcing the rights of CODESMART under this
<br /> Agreement.
<br /> 15. Publication.Nothing contained in this Agreement shall be interpreted so as to prevent CODESMART from publicizing its business
<br /> relationship with CUSTOMER but it will be only done with written consent from the CUSTOMER(Everett)on a case by case basis.
<br /> 16. Governing Law.These Terms and Conditions will be construed in accordance with the laws of the State of Washington. All legal
<br /> claims must be filed in Kitsap County Superior Court.
<br /> 17. No Waiver.The failure of either party to insist upon strict performance of any of the provisions of the Terms and Conditions will not
<br /> be deemed a waiver of any breach or default.The remedies provided to CODESMART hereunder are not a waiver of the remedies of
<br /> CODESMART under applicable law.
<br /> 18. Severability.If any provision of the Agreement is unenforceable as a matter of law,all other provisions will remain in effect.
<br /> 19. Excusable Delay.CODESMART will not be liable for any delay or failure of performance whatsoever due to acts of God,earthquakes,
<br /> shortage of supplies,transportation difficulties,labor disputes,riots,war,fire,epidemics or other circumstances beyond
<br /> CODESMART's control.
<br /> 20. Time for Bringing Claims.Any claim by CUSTOMER against CODESMART, arising from or in connection with the Agreement or any
<br /> related purchase order cannot be filed,made or maintained unless filed within six months after CODESMART, has provided the
<br /> Services in question.
<br /> 21. Entire Agreement.These terms and conditions along with the Offer constitute the entire agreement between the parties as to the
<br /> sale Services and supersede all prior or current written or oral statements,representations,negotiations,agreements and
<br /> understandings.
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