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<br />17.3
<br />
<br />Taxes -
<br />Nontaxable
<br />Entities
<br />
<br />,
<br />
<br />GENERAL PROVISIONS
<br />
<br />INotapplicahle unless so indicated in an Order Form orSOW) You represent that you are exempt
<br />from all taxes levied by any state, county, municipality or local taxing authority (other than certain
<br />real property taxes). In reliance on that representation, we will not add sales tax to our invoices to
<br />you unless you infonn us otherwise. If a taxing authority subsequently claims that we were required
<br />to collect and pay a sales tax or similar tax in connection with any transaction under this Agreement,
<br />you agree to defend us against such claim and to indemnifY us against any such tax and any penalty
<br />imposed on us for failure to collect or pay it.
<br />
<br />18. Disclaimer of Other Warranties
<br />
<br />18.1 Express war-
<br />ranties are our
<br />sole warranties
<br />
<br />18.2 Disclaimer
<br />of other
<br />warranties
<br />
<br />18.3 Limited effect
<br />of supplier
<br />disclaimer
<br />
<br />THE EXPRESS WARRANTIES IN TinS AGREEMENT (AND ANY ADDITIONAL EXPRESS
<br />WARRANTIES, EXPLICITLY DESCRIBED AS SUCH, IN AN ORDER FORM AND/OR
<br />STATEMENT OF WORK, IF ANY) ARE THE EXCLUSIVE WARRANTIES YOU RECEIVE.
<br />
<br />On behalf of ourselves and our suppliers, to the maximum extent permitted by law, WE DISCLAJM
<br />ANY AND ALL WARRANTIES, DUTIES, CONDITIONS, OR REPRESENTATIONS THAT
<br />ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT (AND I OR IN AN ORDER
<br />FORM OR STATEMENT OF WORK UNDER SECTION 18.1, IF ANY), 26 with respect to any
<br />item of Software, any Services, or any Deliverable, or the use thereof. This disclaimer extends, but
<br />is not limited, to any and all implied warrantics (and any implied duties, conditions, tenns, or repre-
<br />. ) . J 27 ... 28., '. h b'I' fl
<br />sentatlOns of lit e,: non~mtnngement, non-mtenerence, qUiet enjoyment, mere anta 1 Ity, It-
<br />ness or suitability for any purpose (whether or not we or any of our suppliers know, have reason to
<br />know, have been advised, or are otherwise in fact aware ofany such purpose), results, effort, accu-
<br />racy, or quality, whether alleged to arise by law, by reason of custom or usage in the trade. or by
<br />course of dealing. WE DJSCLAfM, for ourselves and our suppliers, any warranty, duty, condition,
<br />. h th 29
<br />or representation to any person ot er an you.
<br />
<br />We are acting on behalf of our suppliers for the purpose of disclaiming, excluding and/or limiting
<br />obligations, warranties, and remedies as provided in this Agreement, but we do not act on their be-
<br />half in any other respect nor for any other purpose.
<br />
<br />26 Section 18.2: The purpose of this disclaimer is to ensure that only our express warranties will be given effect. We do not
<br />want allY "implied" warranties, afuncertain scope or meaning, to be floating around.
<br />
<br />27 Section 18.2: We cannot make the implied warranty of title: see note J I.
<br />
<br />28 Section /8.2: We provide an express warranry olnon-infringement. so it', not appropriate to have an undefined implied war-
<br />rant yon that subject.
<br />
<br />29 Section 18.2: We are contractually required to make this disclaimer 011 behalf ~f certain of our suppliers.
<br />
<br />BINDVIEW CUSTOMER AGREEMENT 95-3172
<br />
<br />PAGE 23
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