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been advised of the possibility of such damages. The limitations set forth in this Section shall apply <br />whether Agency's claim is based on breach of contract, tort, strict liability, product liability or any other <br />theory or cause of action. <br />11. Non- Transferability. The subscriptions and rights to use the Subscription Material granted by <br />this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to <br />any other person or entity. <br />12. Confidentiality. From time to time during the term of this Agreement, a party may be required to <br />disclose information to the other party that is marked "confidential" or the like, or that is of such a type that <br />the confidentiality thereof is reasonably apparent ( "Confidential Information'). The receiving party will: (a) <br />limit disclosure of any Confidential Information of the other party to the receiving party's directors, officers, <br />employees, agents and other representatives (collectively "Representatives ") who have a need to know <br />such Confidential Information in connection with the business relationship between the parties to which <br />this Agreement relates, and only for that purpose; (b) advise its Representatives of the confidential nature <br />of the Confidential Information and of the obligations set forth In this Agreement and require such <br />Representatives to keep the Confidential Information confidential and to use it only as permitted by this <br />Agreement; (c) keep all Confidential Information confidential by using a reasonable degree of care, but <br />not less than the degree of care used by it in safeguarding its own confidential information; and (d) not <br />disclose any Confidential Information received by it to any third party (except as otherwise provided for <br />herein). Notwithstanding the foregoing, however, a party may disclose Confidential Information of the <br />other party pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, <br />regulatory request, or Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, <br />or similar method, provided that the party proposing to make any such disclosure will promptly notify, to <br />the extent practicable, the other party in writing of such demand for disclosure so that the other party <br />may, at its sole expense, seek to make such disclosure subject to a protective order or other appropriate <br />remedy to preserve the confidentiality of the Confidential Information. Each party shall be responsible for <br />any breach of this Section by any of such party's Representatives. <br />Miscellaneous. <br />131 Governing Law. This Agreement shall be construed in accordance with, and governed <br />by, the laws of the State of California, without giving effect to any choice of law doctrine that would cause <br />the law of any other jurisdiction to apply. <br />13.2 Entire Agreement, This Agreement embodies the entire agreement and understanding <br />of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and <br />understandings with respect to the subject matter hereof, including without limitation any and all <br />agreements and understandings pertaining to the use of the Subscription Materials by Agency. No <br />representation, promise, inducement, or statement of intention has been made by any party hereto that is <br />not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form <br />or document of Agency, which are inconsistent with, or in addition to, the terms and conditions set forth in <br />this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without <br />further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically <br />agreed to in writing by it. <br />13.3 Headings. The captions and other headings contained in this Agreement are for <br />convenience only and shall not be considered a part of or affect the construction and interpretation of any <br />provision of this Agreement. <br />13.4 Counterparts. This Agreement may be executed in any number of counterparts, each of <br />which shall be deemed an original but all of which together shall constitute one and the same document. <br />13.5 Amendment. No amendment, modification, or supplement to this Agreement shall be <br />binding unless it is in writing and signed by the party sought to be bound thereby. <br />Copyright 2016 © Lexipol, LLC 1995 -2016 <br />25F -14 <br />Rev 411!16 <br />