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evaluation of all or any portion of the transactions contemplated by this <br />Agreement may be deemed public records and subject to disclosure, in whole or <br />in part, pursuant to the North Carolina Public Records Law. County will provide <br />Nextpoint with prompt notice of any intended disclosures or requests for <br />disclosure pursuant to the North Carolina Public Records Law and an <br />appropriate opportunity to seek protection of the confidential and proprietary <br />information consistent with applicable laws and regulations. If Nextpoint objects <br />to the disclosure of the requested information, Nextpoint agrees that it shall be <br />solely responsible for the defense of and the cost of defending any claim or <br />complaint against the County based upon the County"s refusal to <br />disclose information Nextpoint claims is Confidential Information. Nextpoint <br />agrees that if any such complaint or claim is filed it will indemnify County and <br />will reimburse County for any and all damages awarded against County for <br />CountyTMs refusal to disclose information Nextpoint claims is Confidential <br />Information. Nextpoint agrees that it releases County from all loss, liability <br />claims or expense, including attorney's fees, arising out of or related to the <br />release or disclosure or failure by the County to release or disclose information <br />Nextpoint claims is Confidential Information. Nextpoint further agrees that it <br />waives the right to file any court action for any such release, disclosure, or failure <br />to release or disclose information Nextpoint claims is Confidential Information. <br />Warranties <br />31. Nextpoint hereby represents and warrants to you that (i) it has the right to <br />grant the licenses herein, and (ii) excluding downtime for regularly scheduled <br />maintenance, of which you will be notified in advance and which will be <br />conducted using commercially reasonable efforts to minimize or eliminate any <br />effect on you, that Cloud Preservation and the Hosting Services will be available <br />99•o% of each month. <br />Disclaimer <br />32. You acknowledge that Nextpoint does not represent, warrant or endorse any <br />Third Party Sites, or the information, materials, products, features or services <br />contained on or accessible through Third Party Sites available through the Cloud <br />Preservation Service. In addition, your correspondence or business dealings with <br />any Third Party Sites are solely between you and that provider, and subject to <br />that provider's separate terms and conditions. Furthermore, your access to and <br />use of the Third Party Sites and Content is at your sole discretion and risk, and <br />Nextpoint shall have no liability to you arising out of or in connection with your <br />access to and use of the Third Party Sites and Content. Nextpoint hereby <br />disclaims any representation, warranty or guaranty regarding the Third Party <br />Content and Services, whether express, implied or statutory, including, without <br />limitation, the implied warranties of merchantability or fitness for a particular <br />purpose, and any representation, warranty or guaranty regarding the availability, <br />quality, reliability, features, appropriates, accuracy, completeness, or legality of <br />4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 60613 NEXTPOINT.COM <br />