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26. Termination. Without prejudice to other rights and remedies, and except as otherwise provided in this Agreement,
<br />either Party may terminate this Agreement as set forth below. Upon termination of this Agreement: (a) Customer
<br />shall promptly pay BSA for all fees and expenses that are not subject to a good faith dispute and that are related
<br />to the software, products, and/or services received, or expenses BSA has incurred or delivered, prior to the effective
<br />date of the termination (b) Customer shall return or destroy, at the direction of BSA, BSA's Proprietary Information
<br />in its possession. The termination of this Agreement will not discharge or otherwise affect any pre -termination
<br />obligations of either Party existing under this Agreement at the time of termination. Sections 2, 4, 16 through 18,
<br />21-23, 25 -39, and the provisions of this Agreement which by their nature extend beyond the termination of this
<br />Agreement, will survive the termination of the Agreement. No action arising out of this Agreement, regardless of
<br />the form of action, may be brought by Customer more than one (1) year after the date the action occurred.
<br />26.1.Termination for Cause. If Customer believes that BSA has materially breached this Agreement, Customer may
<br />terminate this Agreement for Cause in the event BSA does not cure, or create a mutually agreeable plan to
<br />address, a material breach of this agreement within thirty (30) days after Notification by Customer. Notice shall
<br />be provided in accordance with Section 31, below.
<br />26.2. Force Majeure. Either Party may terminate this Agreement if a Force Majeure event suspends performance of
<br />the SaaS Services for a period of forty-five (45) days or greater.
<br />26.3. Lack of Appropriations. If Customer cannot appropriate, or otherwise make available funds sufficient to
<br />continue to utilize the SaaS Services, Customer may unilaterally terminate this Agreement with thirty (30) days
<br />written notice to BSA. Customer shall not be entitled to a refund, offset, or credit for previously paid, but
<br />unused SaaS fees.
<br />26.4. Failure to Pay SaaS Fees. Customer acknowledges that timely payment of SaaS Fees is necessary to maintain
<br />continued access to the SaaS Services. In Customer does not make timely payment of SaaS fees, BSA may
<br />discontinue the SaaS Services, and deny access to the BSA Software Products. If such failure to pay is not cured
<br />within forty-five (45) days of receiving BSA's notice of intent to terminate, BSA may terminate this Agreement.
<br />26.5.Convenience. If Customer terminates SaaS Services for convenience, any SaaS fees already paid will not be
<br />prorated, and will be retained by BSA.
<br />27. Severability. If any term or provision of this Agreement, or the application thereof, to any extent, is held invalid or
<br />unenforceable, the remainder of this Agreement or the application of such term or provision to persons or
<br />circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby, and
<br />each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by law.
<br />28. No Waiver. In the event that any terms or conditions of this Agreement are not strictly enforced by either Party,
<br />such nonenforcement will not act as, or be deemed as, a waiver or modification to this Agreement, nor will such
<br />nonenforcement prevent either Party from enforcing terms of the Agreement thereafter.
<br />29. Successors and Assigns. This Agreement shall be binding upon the successors, permitted assigns, representatives,
<br />and heirs of the Parties hereto. For avoidance of doubt, any expanded use by Customer of the Program, for example,
<br />in the event of annexation or desired shared services, shall require the consent of BSA.
<br />30. Force Majeure. "Force Majeure" is defined as an event beyond the reasonable control of a Party, including
<br />governmental action, war, riot or civil commotion, fine, natural disaster, epidemic, pandemic, other public health
<br />emergency, problematic weather, lack of availability of Customer provided technology, labor disputes, restraints
<br />affecting shipping or credit, delay of carriers or any other cause that could not, with reasonable diligence, be
<br />foreseen, controlled or prevented by the Party. Neither Party shall be liable for delays in performing its obligations
<br />under this Agreement to the extent that the delay is caused by Force Majeure.
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