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GENERAL TERMS
<br />li. GENERAL
<br />11.1 Entire Agreement. This Agreement, including ali
<br />attachments and referenced schedules, constitutes the complete
<br />and exclusive statement of the agreement between TAN and
<br />Customer with respect to the subject matter hereof. It supersedes
<br />and replaces all oral or written RFPs, proposals, prior
<br />agreements, and other prior communications between the parties
<br />concerning the subject matter of this Agreement. This
<br />Agreement may not be modified or altered except by written
<br />instrument duly executed by both parties, except that TAN may
<br />fill future purchase or other orders for further goods or services
<br />available under this Agreement and, if TAN does so, the
<br />provisions o£this Agreement will contain the only commercial
<br />terms applicable to such transaction despite such purchase or
<br />other order stating otherwise. Any addendum attached hereto
<br />shall form an integral part of this Agreement and, in the event of
<br />any inconsistency between these General Terms and any
<br />addendum, the provisions of the addendum shall prevail. Any
<br />`click -wrap' agreement, terms of use, electronic acceptance or
<br />other terms and conditions which attempt to govern the subject
<br />matter of this Agreement that Customer might be required to
<br />acknowledge or accept before using a TAN product are of no
<br />force and of %ct as between Customer and TAN and are
<br />superseded by this Agreement.
<br />11.2 Force Majeure. Dates or times by which either party is
<br />required to perform under this Agreement, excepting the
<br />payment ofany fees or charges due hereunder, will be postponed
<br />automatically to the extent that any party is prevented from
<br />meeting them by causes beyond its reasonable control, provided
<br />such party promptly notifies the other thereof and makes
<br />reasonable efforts to perform.
<br />11.3 Notices. All notices and requests in connection with this
<br />Agreement will bo given to the respective parties in writing and
<br />will bo deemed given as of the first business day of the notified
<br />party following the day the notice is faxed or sent via overnight
<br />courier, providing a hard copy acknowledgment of such
<br />successful faxed notice transmission or evidence of such
<br />couriering, as applicable, is retained. Notice may also be
<br />deposited in the mails, postage pre -paid, certified or registered,
<br />return receipt requested, and addressed to the parties as indicated
<br />on the face of this Agreement or such other address of which the
<br />party gives notice in accordance herewith, and receipt of any
<br />such notice will be deemed to be effective as of the third
<br />business day following such deposit.
<br />lS.a Governing Law. This Agreement shall be governed by the
<br />laws of the State of California, without giving effect to the
<br />conflict of laws provisions thereof. Neither the United Nations
<br />Convention of Contracts for the International Sale of Goods nor
<br />the Uniform Computer Information Transactions Act shall apply
<br />to this Agreement. Any IegaI action or proceeding relating to this
<br />Agreement shall be instituted only in any state or federal court in
<br />San Diego County, California.
<br />11.5 Attorney Fees. In any action or suit to enforce any right or
<br />remedy under this Agreement or to interpret any provision ofthis
<br />Agreement, the prevailing pazty shall be entitled to recover its
<br />costs, including reasonable attorneys' fees.
<br />11.6 Non - Assignability. Neither party may assign its rights or
<br />obligations arising out of this Agreement without the other
<br />party's prior written consent, except that TAN may assign this
<br />Agreement to one of its affiliates or in connection with any sale
<br />or security interest involving all or substantially all of its assets
<br />or any other transaction in which more than fifty percent of its
<br />voting securities aze transferred.
<br />11.7 Term and Survival. The term of this Agreement shall
<br />commence on the Effective Date set out on the cover page hereof
<br />and shall continue as set forth in Sections 18.1 or 25.1, as
<br />applicable, or until terminated in accordance with Section 7.
<br />Sections 1.1, 5, 7.3, 9.2, 9.3, 10, 11, 29.1, and 29.2 of this
<br />Agreement, along with all unpaid payment obligations, will
<br />survive termination and expiration of this Agreement.
<br />11.8 No Authority to Bind. Neither party shall incur any
<br />obligations for or in the name of the other party, or have the
<br />authority to bind or obligate the other party. Neither party shall
<br />make, issue or authorize any statements (whether oral or written)
<br />in contravention of the foregoing.
<br />11.9 Counterparts. This Agreement may be executed in
<br />separate counterparts and delivered by facsimile or such other
<br />electronic means as are available to the Parties. Such
<br />counterparts taken together shall constitute one and the same
<br />original document.
<br />11.10 Severability. If any provision of this Agreement is
<br />held by a court of competent jurisdiction to be invalid,
<br />unenforceable, or void, the remainder of this Agreement and
<br />such provisions shall remain in full force and effect.
<br />11.11 Cooperative Procurement. Upon consent by TAN,
<br />this Agreement may be used for permitted cooperative
<br />procurement by any public or municipal body, entity, agency or
<br />institution. If so authorized, and in order to forego a related
<br />entity RFP or similar competitive bidding process, the
<br />Agreement may be extended to such other entities indicated
<br />above for the procurement of similar products and/or services
<br />provided to Customer herein and at fees in accordance with the
<br />Agreement unless separately negotiated between such other
<br />entities and TAN. Further related entities participating in a
<br />cooperative procurement process shall place their own orders
<br />directly with TAN and will fully and independently administer
<br />their use of the Agreement to include such contractual
<br />obligations as those entities and TAN deem appropriate without
<br />direct administration from the original Customer.
<br />SCHEDULE A: TERMS APPLICABLE ONLY TO
<br />HOSTED SOFTWARE
<br />Y2. HOSTED SOFTWARE
<br />12.1 TAN will provide Customer with access to hosted versions
<br />of the Products identified in the Pricing Form (Exhibit lA) and
<br />associated Online Services, and TAN hereby grants to Customer
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