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y : lariti <br />12.9. Enurement and Assignment The provisions of this Agreement <br />will enure to the heneflt of and he hinning upnn the Parties and their <br />respective successors anti permitter] assigns. Custunrer may nut ass'.gn tills <br />Agreement without CLARITI's prior written consent, which consent may he <br />withheld in CLARITI's discretion. CLARITI may assign or licen3e all or any <br />portion of its rights and interests under the Agreement as it sees fit in its <br />discretiun. Users are not part as to or beneficiaries of this Agreement. <br />12.1 U. Governing Law: This Agrcenlent and all related matters will be <br />governed by, and construed in aCCoroance with, the laws of Calilornia antl <br />applicable federal laws of the United States. excluding the United Nations <br />Cunventoil On Contracts For I he International Sale Of Goods and any rules <br />of private international law or the conflict of Iaws that would lead to the <br />applioalion of any other laws. <br />12.11. Olspute Resolution! All disputes, controversies and claims <br />arising under. out of. in connection wine. or in relation to this Agreement. the <br />Services, or any related matters or any legal relationship essocialed <br />therewith nr rderiven therefrnm (rnllertively "Disputes') will he referren to <br />and finally resolved by binding arbitration under California law. The <br />arbitration will be private and confidential and will be administered in <br />accordance with Cal,fornm rules. The place of arbitration will be California, <br />antl the language to be used in the arbitration will be the Enqlish language. <br />Any awards rendered in any such arbitration are final and binding and <br />judgnian[ tiraraun may be entered in any Lour[ hav!ng jurisdiction fur its <br />enforcement. <br />12.12. Complete Agreement! Tlils Agrxarrient SHtR forth tlia HntlrH <br />agruumunt of the Parties with ruspuct to the suuluct matter of this Agruunwnt <br />and supersedes and replaces all previous and conlerr,puraneuus <br />communications. representations. negotiations. discussions. agreements or <br />understandings, whether oral or written, between them with respect to the <br />subject matter of this Agreement. Customer's issuance, and CLARITrs <br />aa;eplanoe ol, a purchase order or other 5irrrilar doCurnenl are for <br />administrative ronvenlence only and any terms and r,a ntlltions r: Lnminwl In <br />A purchase order of other document will be no force or effect and will not in <br />any way arricil d or supplement this Agreement. This Agreement may be <br />modified only by a written instrument signed by the Parties or their <br />4nCCHS5o1.5 or permitted aSSIgoS. <br />IN WITNESS WHEREOF, the Parties, by their duly luthor17ed representatives, have duly executed this Agreement. <br />Customse <br />Narne of Custcxner <br />By <br />Customers Address <br />Authorized Signatory <br />Muiling Address: <br />Fax <br />Clariti Cloud Inn <br />9y A,.rthori�ed Signatory <br />o par otl nt)Aq�d A ltlaoftwn ra.co ni <br />Approved as to form, <br />I <br />Ry F�'odge <br />Assistant City Attorney <br />email <br />Date <br />05/14/2021 <br />Date <br />City Council <br />l=opy!IE.)t 2020 Clnlltl tdord Inc All iphrs resely crl. <br />22-10 <br />6/15/2021 <br />