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(c)Termination for Non-Appropriation of Funds. Notwithstanding any other provision of this
<br />Agreement, Customer shall not be obligated for UA’s performance under this Agreement or any provision
<br />of this Agreement during any of the Client’s future fiscal years unless and until Client appropriates funds
<br />for this Agreement in the Client’s budget for each such future fiscal year. In the event that funds are not
<br />th
<br /> of the last fiscal
<br />appropriated for this Agreement, then this Agreement shall terminate as of September 30
<br />year for which funds were appropriated. Client shall notify UA in writing of any such non-allocation of funds
<br />at the earliest possible date. Clients shall not be liable to UA for damages of any kind, including incidental
<br />or consequential damages, resulting from the termination of this Contract under this paragraph.
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<br />If timely payment of Fees is not received by its due date, UA reserves the right to either suspend or
<br />terminate Customer’s or Licensed User’s access to the Service. Upon termination or expiration of this
<br />Agreement for any reason, the License and the Service shall terminate, Customer will be obligated to pay
<br />any and all Fees due hereunder up through the annual anniversary of the Effective Date of this Agreement
<br />or expiration and UA shall have no further obligations to Customer. Sections 2.2, 2.3, and 4.3 and Articles
<br />5, 6, 7, 8, and 9 hereof shall survive the expiration or termination of this Agreement for any reason.
<br />
<br />MISCELLANEOUS
<br />9.1 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be
<br />in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days
<br />after deposit in the United States mail, registered or certified mail, return receipt requested, postage
<br />prepaid; (c) upon transmission if sent via telecopier/facsimile, with a confirmation copy sent via overnight
<br />mail; (d) one (1) business day after deposit with a national overnight courier;
<br />
<br />9.2 Governing Law and Venue. This Agreement, and all the rights and duties of the parties arising from
<br />or relating in any way to the subject matter of this Agreement shall be governed by, construed and enforced
<br />in accordance with the laws of the State of Georgia. Any suit or proceeding relating to this Agreement shall
<br />be brought in the courts, state and federal, located in Dekalb County, Georgia.
<br />
<br />9.3 UCITA Disclaimer. THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS
<br />ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM ("UCITA"), SHALL NOT
<br />APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE
<br />TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S)
<br />CONTAINED THEREIN.
<br />
<br />9.4 Assignment. Customer will not assign, sublicense or otherwise transfer this Agreement, in whole
<br />or in part, nor delegate or subcontract any of its rights or obligations hereunder, without UA's prior written
<br />consent, except in the event of an assignment to an affiliate
<br />
<br />9.5 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or
<br />delay in performing any obligation under this Agreement due to circumstances beyond its reasonable
<br />control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes,
<br />civil disturbances or terrorism, or power, communications, satellite or network failures; provided, however,
<br />this Section 9.5 shall not apply to Customer’s obligation to pay any of the Fees in accordance with Article
<br />3 hereof.
<br />
<br />9.6 Modifications. All amendments or modifications of this Agreement shall be in writing signed by an
<br />authorized representative of each party hereto. The parties expressly disclaim the right to claim the
<br />enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an
<br />authorized representative of UA and Customer; (b) any oral modifications to this Agreement; and (c) any
<br />other amendments based on course of dealing, waiver, reliance, estoppel or similar legal theory. The parties
<br />expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section.
<br />
<br />9.7 Waiver. The failure of either party to enforce, or the delay by either party in enforcing, any of its
<br />rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its
<br />rights under this Agreement.
<br />www.utility.com 250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030 800-597-4707
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