Resolution 2015-093 - Laserfiche WebLink

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(Confidentiality),8.3(Disclaimer), 9(Mutual Indemnification), 10(Limitation of Liability), 11.4(Refund or Payment upon Termination), 11.5(Return of Your Data), 12(Who You Are Contracting With, Notices, Governing Law and Jurisdiction)and 13(General Provisions)shall survive any termination or expiration of this Agreement. 12.WHO YOU ARE CONTRACTING WITH,NOTICES,GOVERNING LAW AND JURISDICTION 12.1.General.You are contracting with Aladtec Inc., a privately held company located at 906 Dominion Dr, Hudson WI 54016, incorporated within the state of Wisconsin. 12.2.Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i)personal delivery,(ii)the second business day after mailing, (iii)the first business day after sending by email(provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You.All other notices to You shall be addressed to the relevant Services system administrator designated by You. 12.3.Agreement to Governing Law and Jurisdiction.Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules,and to the exclusive jurisdiction of the applicable courts above. 12.4.Waiver of Jury Trial.Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 13.GENERAL PROVISIONS 13.1.Export Compliance.The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S.government denied-party list.You shall not permit Users to access or use Services in a U.S.-embargoed country(currently Cuba, Iran, North Korea, Sudan or Syria)or in violation of any U.S.export law or regulation. 13.2.Relationship of the Parties.The parties are independent contractors.This Agreement does not create a partnership,franchise,joint venture,agency,fiduciary or employment relationship between the parties. 13.3.No Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreement. 13.4.Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 13.5.Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 13.6.Assignment.Neither party may assign any of its rights or obligations hereunder,whether by operation of law or otherwise,without the prior written consent of the other party(not to be unreasonably withheld). Notwithstanding the foregoing,either party may assign this Agreement in its entirety,without consent of the other party,to its Affiliate or in connection with a merger, acquisition, corporate reorganization,or sale of all or substantially all of its assets not involving a direct competitor of the other party.A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election,termination of this Agreement upon written notice to the assigning party. In the event of such a termination,We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing,this