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DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4 <br /> VERMONT SYSTEMS <br /> 23.6 Export Controls.The Services and any the parties,their respective successors and <br /> derivatives thereof may be subject to export laws permitted assigns.Should you object to the <br /> and regulations of the United States and other assignment of this Agreement in connection with a <br /> jurisdictions. Each party represents that it is not merger, acquisition,corporate reorganization,or <br /> named on the United States'government denied- sale of all or substantially all of our assets,you shall <br /> party list.Additionally,you shall not permit End have the right to terminate this Agreement for <br /> Users to access or use the Subscription Services convenience. <br /> while located in a United States embargoed <br /> country(currently Cuba, Iran, North Korea,Sudan, 23.11 Force Majeure. Neither party shall be in <br /> Syria or Crimea),or in violation of any United default under any provision of the Agreement or <br /> States' export law or regulation. be liable for any delay,failure of performance or <br /> interruption in Services(including the Software) <br /> 23.7 Anti-Bribery.You agree that neither your resulting,directly or indirectly,from causes beyond <br /> employees,agents or representatives have our reasonable control, including but not limited to <br /> received or been offered any illegal or improper any of the following:earthquake, lightning or other <br /> bribe, kickback,gift,or thing of value from us,or acts of God;fire or explosion; electrical faults; <br /> any member of our Team, in connection with the vandalism;cable cut;water; hurricanes;fire; <br /> Agreement. If you learn of any violation of the flooding;severe weather conditions; actions of <br /> above restrictions,you agree to promptly notify us. governmental or military authorities; national <br /> emergency; insurrection, riots or war;terrorism or <br /> 23.8 Legal Advice.All Professional Services and civil disturbance;strikes, lock-outs,work stoppages <br /> other information provided to you in the normal or other labor difficulties;supplier failure; <br /> course of our business relationship should be shortage;or telecommunication or other Internet <br /> considered for informational purposes only and is provider failure. <br /> not to be taken as legal advice.You are advised to <br /> speak with your own independent counsel about 23.12 Survivability. Even if you terminate the <br /> all matters of a legal nature. Agreement with us,the following sections of the <br /> Agreement will still apply:Terms of Service Section <br /> 23.9 Waiver;Cumulative Remedies. No failure or 7,2(Hosting Obligations);Section 16 <br /> delay by either party in exercising any rights under <br /> (Confidentiality);Section 17(Protection of <br /> the Agreement shall constitute a waiver of that Educational Information);Section 18(Limited <br /> right.Other than as expressly stated herein,the Warranties);Section 19 (Limitations of Liability); <br /> remedies provided in the Agreement are in Section 20(Indemnification);Section 21 (Dispute <br /> addition to,and not exclusive, of any other Resolution);Section 22 (Notice;Governing Law; <br /> remedies of a party at law or in equity. Jurisdiction);Section 23.8(Legal Advice);Section <br /> 23.10 Assignment. Neither party may assign any of 23.11(Force Majeure)and Section 23.16(Entire <br /> its rights or obligations hereunder,whether by Agreement; Priority of Documents). <br /> operation of law or otherwise,without the prior 23.13 Severability.The invalidity or <br /> written consent of the other party(not to be unenforceability of any provision of the Agreement <br /> unreasonably withheld). Notwithstanding the will not affect the validity or enforceability of the <br /> foregoing,we may assign this Agreement in its other provisions of the Agreement,which <br /> entirety without your consent,to our affiliates or in provisions will remain in full force and effect. If any <br /> connection with a merger,acquisition,corporate provision of this Agreement shall be deemed <br /> reorganization,or sale of all or substantially all of unenforceable by reason of its extent,duration, <br /> our assets not involving one of your direct scope or otherwise,then the parties contemplate <br /> competitors.Subject to the foregoing,the that the court making such determination will alter <br /> Agreement shall bind and inure to the benefit of <br /> 13 <br /> File:VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision:9/29/2021 <br />