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CP CIVICPLUS-
<br /> or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the
<br /> SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and
<br /> the performance of such Party's obligations thereunder have been duly authorized and that this Agreement is a valid and
<br /> legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants
<br /> that Customer has not provided any false information to gain access to the Service and that Customer's billing information
<br /> provided on the Contact Sheet is correct;and it has all necessary rights in the Customer Content to permit Customer's use
<br /> of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other
<br /> rights of any third parties,violating any applicable laws,or violating the terms of any license or agreement to which it is
<br /> bound.
<br /> 36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing
<br /> proposals,and free of any material defect.CivicPlus warrants to the Customer that,upon notice given to CivicPlus of any
<br /> defect in design or fault or improper workmanship,CivicPlus will remedy any such defect.CivicPlus makes no warranty
<br /> regarding,and will have no responsibility for,any claim arising out of(i)a modification of the Services made by anyone
<br /> other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or (ii) use of the
<br /> Services in combination with a third-party service,web hosting service,or server not authorized by CivicPlus.
<br /> 37. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency
<br /> maintenance, either by CiviePlus or by third-party providers, or because of other causes beyond CivicPlus's reasonable
<br /> control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled
<br /> service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE
<br /> UNINTERRUPTED OR ERROR FREE; NOR DOES IT MADE ANY WARRANTY AS TO THE RESULTS THAT
<br /> MAY BE OBTAINED FROM USE OF THE SERVICES EXCEPT FOR THE EXPRESS WARRANTIES IN THIS
<br /> AGREEMENT, THE SERVICES ARE PROVIDED "AS IS AND 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
<br /> PRIOR COURSE OF DEALING.
<br /> 38. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
<br /> DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS
<br /> AGREEMENT BETWEEN THE PARTIES.THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY
<br /> CIVICPLUS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN
<br /> THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
<br /> PROVISIONS OF THIS AGREEMENT.
<br /> Force Majeure
<br /> 39, No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation
<br /> or covenant if the delay or failure to perform is occasioned by force majeure,meaning any act of God,storm, pandemic,
<br /> fire, casualty,unanticipated work stoppage,strike,lockout,labor dispute,civil disturbance,riot,war,national emergency,
<br /> act of public enemy, internet service provider failure or delay,third party application failure, denial of service attack, or
<br /> other cause of similar or dissimilar nature beyond its control.
<br /> Taxes
<br /> 40. The amounts owed for the Services exclude,and Customer will be responsible for,all sales,use,excise,withholding
<br /> and any other similar taxes,duties and charges of any kind imposed by any federal, state or local governmental entity in
<br /> connection with the Services (excluding taxes based solely on CivicPlus's income). If the Customer is tax-exempt, the
<br /> CiviCPIUS.Com � 302 South 4"'Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233
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