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1. Content of Information.
<br /> 1. Pass-through Role. County acknowledges and agrees that TMA's role through
<br /> providing TAXscribe.com is as a transfer of data and a service to both the Taxpayer
<br /> and the County. TMA in no way provides a review of or recommendations on the
<br /> content of that information. TMA will correct any errors that are due to system flaws,
<br /> bugs, or other like technical difficulties which are of no fault of the Taxpayer or the
<br /> County. TMA disclaims any liability, and County confirms that TMA shall have no
<br /> liability, under this Agreement or otherwise, with respect to the information provided
<br /> by Taxpayers via Taxscribe.com, including with regard to inaccurate or incomplete
<br /> information, modifications to such information, and any resulting bills, appeals,
<br /> assessments, or reassessments resulting from Taxpayer-supplied information.
<br /> 2. Indemnity. The Parties will indemnify and each other hold harmless, , and their
<br /> affiliates and their respective directors, officers, shareholders, managers, employees,
<br /> and agents from and against all loss,liability, claim, damage, and expense (including
<br /> costs of investigation and defense and reasonable attorneys' fees and expenses),
<br /> whether or not involving a third-party claim, arising out of or related to any of the
<br /> following: (i) any breach of this Agreement (ii) the failure by a Taxpayer to provide
<br /> accurate or complete information or tax records to TMA or the County and any
<br /> modifications to such information, (iii) the failure by a Taxpayer to comply with any
<br /> applicable local, state, federal, or other law related to property taxes, including the
<br /> failure to file required listings, statements, returns, and other filings on a timely basis
<br /> or the failure to pay all required taxes on a timely basis, and (iv) any local, state,
<br /> federal, or other taxes (including property taxes) arising from or related to any
<br /> listings, statements, returns, or other filings made by a Taxpayer via Taxscribe.com or
<br /> any bills, appeals, assessments, or reassessments arising from or related to such
<br /> filings.
<br /> J. Availability of Resources. Except as provided below, it will be the responsibility of
<br /> TMA to maintain TAXscribe.com and informer.tmal.com on TMA owned and managed
<br /> server resources, provide internet connectivity to those servers, and consistent availability
<br /> of these sites to the general public. The County does not have any responsibility for
<br /> providing server resources, software assistance, or other availability resources for the use
<br /> of the site beyond providing technical assistance on the native software formats used by
<br /> the County in relation to the service level agreements. TMA will use commercially
<br /> reasonable efforts and methods to ensure availability of these website resources, but
<br /> cannot control acts of God, power interruptions, or other catastrophic events which may
<br /> impact availability, and County understands and agrees that there may be instances where
<br /> TMA needs to interrupt the Services without notice in order to perform system
<br /> maintenance or protect the integrity of the Services. TMA will, however, use
<br /> commercially reasonable procedures to limit interruptions and announce any scheduled
<br /> downtimes.
<br /> K. This Agreement and any related disputes will be governed by and construed in
<br /> accordance with the laws of the state of North Carolina. The United Nations Convention
<br /> on the International Sale of Goods will not apply.
<br /> L. Neither party will have the right to assign or transfer this Agreement or any of its rights
<br /> under this Agreement without the prior written consent of the other party, except upon
<br /> notice a party may assign or transfer this Agreement in connection with a sale or transfer
<br /> of all or substantially all of the assets or business (to which this Agreement relates) of
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