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22. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Delaware, US. Except
<br />as otherwise provided herein, no term or provisions hereof shall be deemed waived and no breach
<br />excused unless such waiver or consent shall be in writing and signed by the Party to, or waiver of, a
<br />breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or
<br />excuse for any other different or subsequent breach.
<br />23. AUTHORIZED RESELLER STATUS; OPTION TO PURCHASE AFFILIATE PRODUCTS. Questica is a
<br />subsidiary of GTY Technology Holdings Inc. ("GTY") and an authorized reseller of products and services
<br />produced and provided by other subsidiaries of GTY (such subsidiaries, "Questica Affiliates"). These
<br />products and services include software -as -a -service technology for the procurement and vendor
<br />supplier sourcing industry, digital services and payment technology through a software -as -a -service
<br />platform, software solutions for grants management and indirect cost reimbursement and related
<br />implementation and consulting services, software tools to streamline permitting and licensing
<br />services, and additional web -based budgeting preparation, performance, management and data
<br />visualization solutions ("Affiliate Products"). Questica Affiliates include Bonfire Interactive Ltd.,
<br />Bonfire Interactive US Ltd., eCivis Inc., CityBase, Inc., Open Counter Enterprise Inc. and Sherpa
<br />Government Solutions L-C. In addition to the products and services that are the subject of this
<br />Agreement, Subscriber has the option to purchase from either Questica, as an authorized reseller, or
<br />Questica Affiliates, Affiliate Products on terms and conditions, including pricing, to be agreed upon in
<br />writing by Subscriber and Questica or Subscriber and the applicable Questica Affiliate.
<br />24. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience
<br />and reference only and are not to be construed in anyway as additions or limitations of the covenants
<br />and agreements contained in this Agreement. In the event that any provision hereof is found invalid
<br />or enforceable pursuant to judicial decree or decision, any such provision shall be deemed to apply
<br />only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid
<br />and enforceable according to its terms.
<br />25. TERM. This agreement shall commence on January 16, 2023 for a three (3) year term, unless
<br />terminated earlier in accordance with Section 15, above.
<br />26. INSURANCE. Questica shall procure and maintain for the duration of the contract insurance against
<br />claims for security breaches, system failures, injuries to persons, damages to software, or damages to
<br />property (including computer equipment) which may arise from or in connection with the
<br />performance of the work hereunder by Questica, its agents, representatives, or employees. Questica
<br />shall procure and maintain for the duration of the contract insurance claims arising out of their
<br />services and including, but not limited to loss, damage, theft or other misuse of data, infringement of
<br />intellectual property, invasion of privacy and breach of data.
<br />26.1. MINIMUM SCOPE AND LIMIT OF INSURANCE- Coverage shall be at least as broad as:
<br />26.1.1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, or an
<br />equivalent form, covering CGL on an "occurrence" basis, including products and
<br />completed operations, property damage, bodily injury and personal & advertising injury
<br />with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
<br />either the general aggregate limit shall apply separately to this project/location (ISO CG
<br />25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
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