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(i) the total cost of any third party items that are required 10, 12(b), 13-16 these General Terms shall survive the <br /> in order for the ES&S Equipment and/or ES&S Software termination of this Agreement, to the extent applicable <br /> to remain certified, <br /> (ii) Customer's pro-rata share of such future state <br /> certification or recertification costs, and <br /> (iii) Customer's pro-rata share of the costs of designing, <br /> developing, manufacturing and/or certification by <br /> applicable federal and state authorities of any mandated <br /> modifications to the ES&S Equipment and/or ES&S <br /> Software that may result from such future state <br /> certifications or recertifications <br /> Customer's pro-rata share of the costs included under <br /> subsections 15(ii) and 15(iii) above shall be determined at <br /> the time by dividing the number of registered voters in <br /> Customer's jurisdiction by the total number of registered <br /> voters in all counties in Customer's state to which ES&S has <br /> sold and/or licensed the ES&S Equipment and/or ES&S <br /> Software purchased and licensed by Customer under this <br /> Agreement. <br /> 16 Entire Agreement. This Agreement, including all <br /> exhibits hereto, shall be binding upon and inure to the <br /> benefit of the parties and their respective representatives, <br /> successors and assigns This Agreement, including all <br /> Exhibits hereto, contains the entire agreement of the parties <br /> with respect to the subject matter hereof and shall <br /> supersede and replace any and all other prior or <br /> contemporaneous discussions, negotiations, agreements or <br /> understandings between the parties, whether written or oral, <br /> regarding the subject matter hereof Any provision of any <br /> purchase order, form or other agreement which conflicts with <br /> or is in addition to the provisions of this Agreement shall be <br /> of no force or effect. In the event of any conflict between a <br /> provision contained in an Exhibit to this Agreement and <br /> these General Terms, the provision contained in the Exhibit <br /> shall control. No waiver, amendment or modification of any <br /> provision of this Agreement shall be effective unless in <br /> writing and signed by the party against whom such waiver, <br /> amendment or modification is sought to be enforced. No <br /> consent by either party to, or waiver of, a breach by either <br /> party shall constitute a consent to or waiver of any other <br /> different or subsequent breach by either party This <br /> Agreement shall be governed by and construed in <br /> accordance with the laws of the State in which the Customer <br /> resides, without regard to its conflicts of laws principles The <br /> parties agree that venue for any dispute or cause of action <br /> arising out of or related to this Agreement shall be in the <br /> state and federal courts of the United States located in the <br /> State in which the Customer resides ES&S is providing <br /> equipment, software and services to Customer as an <br /> independent contractor, and shall not be deemed to be a <br /> "state actor" for purposes of 42 U.S.C. § 1983. ES&S may <br /> engage subcontractors to provide certain of the equipment, <br /> software or services, but shall remain fully responsible for <br /> such performance The provisions of Sections 1-5, 7(b), 8- <br />