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<br />Service Agreement <br /> <br />dissimilar to the foregoing which is beyond the reasonable control ofthe Service <br />Provider, and any such failure or delay due to said causes or any of them. <br /> <br />XIII. Entire Agreement; Inconsistent Terms. This Agreement and all exhibits and schedules <br />attached hereto is the complete and exclusive statement of the agreement between the <br />Customer and the Service Provider, and supersedes any and all other agreements, oral or <br />written, between the parties. This Agreement may not be modified except by written <br />instrument signed by the Customer and by an authorized representative of the Service <br />Provider. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, <br />shall not bind or obligate the Service Provider. <br /> <br />XIV. Term and Termination. This Agreement shall commence upon the date set forth above <br />and continue in effect for twelve (12) months after the Operational Fee Billing Date. This <br />Agreement shall automatically renew, after the initial term, for a twelve (12) months <br />period unless either party provides to the other party written notice of the intent to cancel <br />thirty (30) days prior to the renewal date. Any changes in pricing for this Agreement will <br />be mutually negotiated between the Service Provider and the Customer prior to contract <br />renewal. Either party may terminate this Agreement if the other party breaches this <br />Agreement and fails to cure such breach within 30 days of written notice of such breach. <br />In the event of any expiration or termination, Customer shall cease any further use of the <br />Intellectual Property and the software. <br /> <br />xv. <br /> <br />Parties in Interest. Nothing in this Agreement, express or implied, is intended to confer <br />upon any other person any rights or remedies of any nature whatsoever under or by reason <br />of this Agreement. Nothing in this Agreement shall be construed to create any rights or <br />obligations except among the parties hereto, and no person or entity shall be regarded as a <br />third-party beneficiary of this Agreement. <br /> <br />XVI. Assignment. This Agreement shall bind and inure to the benefit of the Service <br />Provider's successors and assigns. The Customer may not assign its rights, duties, or <br />obligations under this Agreement without prior written consent ofthe Service Provider. <br /> <br />XVII. <br /> <br />Jurisdiction and Choice of Law. This Agreement and all questions relating to its <br />validity, interpretation, performance, and enforcement shall be governed and construed in <br />accordance with the laws of the State of California. Service Provider and Customer <br />hereby consents to the jurisdiction of any competent court of record ofthe State of State <br />of California with respect to any actions arising from this Agreement. No action may be <br />brought by either party against the other later than one (1) year after the cause of action <br />has accrued. <br /> <br />Page 5 of 8 <br /> <br />VCF (Ver.7.0) <br />APOOI ,OOOAP, 120203LOUISVILLE <br />