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<br />5. Reinstatement of Software License, Maintenance and Support. If the Term expires without
<br />being renewed, Customer may thereafter receive a license for the Software and resume receiving maintenance and
<br />support upon: (a) notification to ES&S; (b) payment of all fees, which would have been due to ES&S had the Term
<br />not expired; and (c) granting to ES&S access to the Software, so that ES&S may analyze it and perform such
<br />maintenance as may be necessary before resuming the license, maintenance and support services for the Software.
<br />ARTICLE IV
<br />MISCELLANEOUS
<br />
<br />1. Taxes; Interest. Customer shall provide ES&S with proof of its tax-exempt status. If Customer
<br />does not provide such proof, Customer shall pay or shall reimburse ES&S for all sales and use, excise or other
<br />similar taxes imposed on the transactions contemplated by this Agreement; In no event shall Customer be liable for
<br />taxes imposed on or measured by income of ES&S. If Customer disputes the applicability of any tax to be paid
<br />pursuant to Section 1 of this Article IV, Customer shall pay the tax and may thereafter seek a refund. Any disputed
<br />or undisputed payment which is past due to ES&S shall bear interest at the rate of one and one-half percent per
<br />month (or such lesser amount as may be permitted by applicable law) for each month or portion thereof during
<br />which it remains unpaid.
<br />2. Limitation of Liability. Neither party shall be liable for any indirect, incidental, punitive, exemplary,
<br />special, or consequential damages of any kind whatsoever arising out of or relating to this Agreement. Neither party
<br />shall be liable for the other party’s negligent or willful misconduct. The total liability of ES&S to Customer arising out
<br />of or relating to this Agreement shall not exceed the aggregate amount to be paid by Customer to ES&S hereunder.
<br />By entering into this Agreement, Customer agrees to accept responsibility for: (a) the selection of, use of and results
<br />obtained from any equipment, software or services not provided by ES&S and used with the Software; or (b) user
<br />errors, voter errors, or problems encountered by any individual in voting that are not otherwise a result of the failure
<br />of ES&S to perform. ES&S shall not be liable under this Agreement for any claim, damage, loss, judgment, penalty,
<br />cost, amount paid in settlement or fee that is caused by: (y) Customer’s failure to timely or properly install and use
<br />the most recent Update provided to it by ES&S; or (z) Customer’s election not to receive or to terminate license,
<br />maintenance and support services for the Software. .
<br />3. Excusable Nonperformance. Except for obligations to make payments hereunder, if either party
<br />is delayed or prevented from performing its obligations under this Agreement as a result of any cause beyond its
<br />reasonable control, including acts of God, fire, riots, acts of war, terrorism or insurrection, government acts or orders;
<br />epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor
<br />disputes, transportation delays, governmental regulations and utility or communication interruptions, the delay shall
<br />be excused during the continuance of, and to the extent of, such cause, and the period of performance shall be
<br />extended to the extent necessary to allow performance after the cause of delay has been removed. ES&S agrees
<br />to work with Customer, at Customer's reasonable request, to develop mutually agreeable alternatives in order to
<br />minimize the negative impact of any such delay.
<br />4. Notice. Any notice or other communication required or permitted hereunder shall be in writing
<br />and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by confirmed fax;
<br />(d) sent by commercial overnight courier (with written verification of receipt); or (e) sent by registered or certified
<br />mail, return receipt requested, postage prepaid. All communications shall be sent to the attention of the persons
<br />listed on the signature page to this Agreement and at the contact information set forth on such signature page
<br />unless other contact information is provided by either or both parties in accordance herewith.
<br />5. Assignment. Except in the case of a reorganization of the assets or operations of ES&S with
<br />one or more affiliates of ES&S or the sale, transfer or assignment of all or substantially all of the assets of ES&S to
<br />a successor who has asserted its intent to continue the business of ES&S, neither party may assign or transfer this
<br />Agreement or assign, subcontract or delegate any of its rights, duties or obligations hereunder without the prior
<br />written consent of the other party hereto, such consent not to be unreasonably withheld or conditioned, nor unduly
<br />delayed.
<br />6. Entire Agreement. This Agreement, including all attachments hereto, shall be binding upon and
<br />inure to the benefit of the parties and their respective representatives, successors, and assigns. This Agreement,
<br />Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6
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