2024-041 Resolution - Laserfiche WebLink

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i. Applicable law. Except as noted in any Professional Services Terms, this Agreement shall be governed by and construed in accordance with the laws specified in the Purchasing Account registration. J. Dispute resolution. When bringing any action arising under this Agreement or any Supplemental Agreement, the parties agree to the following exclusive venues: m If Microsoft brings the action, the venue will be where Customer has its headquarters. pl) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, U.S.A. QII) If Customer brings the action against a Microsoft Affiliate located in Europe, and not also against Microsoft or a Microsoft Affiliate located outside of Europe, the venue will be Ireland. The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either party from seeking injunctive relief in anyjurisdiction with respect to a violation of intellectual property rights or confidentiality obligations. k. Severability. If any provision in this Agreement is held to be unenforceable, the balance of the Agreement will remain in full force and effect. I. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. m. No third -parry beneficiaries. This Agreement does not create any third -party beneficiary rights. n. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement. is Country -specific provisions. The country -specific provisions available at the Licensing Site replace or supplement the relevant provisions of this Agreement based on the Customer's location and in any case where the law of the jurisdictions listed in the country -specific provisions gets applied. 11. Definitions. "Aff;llate," unless otherwise defined in the Purchasing Account type terms, means any legal entity that a party owns, or is owned by, or that is under common ownership with that party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity. "Agreement Administrator," or a successor term, means the legal entity that manages this Agreement. By default, the first Customer to execute this Agreement is the Agreement Administrator. "Confidential Information" is defined in the "Confidentiality" section. "Customer" means a legal entity that enters into this Agreement by executing a Purchasing Account registration or Supplemental Agreement. "Customer Data" means all data, including all text, sound, software, image or video files that are provided to Microsoft by, or on behalf of, Customer and its Affiliates through use of Online Services. "day means a calendar day. "Fix" means a Product fix, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "Licensing Manual" means the document that provides information about this Agreement, such as price levels and ordering rules. The Licensing Manual document is on the Licensing Site and is updated from time to time. "Licensing Site" means htto I /www.microsoft.com/licensing/ cot acts or a successor site. "Microsoft" means the Microsoft entity that counter -executed Customer's Purchasing Account registration or Supplemental Agreement and its Affiliates (as appropriate). MP May 20161ENQ Page 7 of 9