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21.2 Choice of Law; Waiver of Jury Trial. This Agreement will be governed by #ewYerk Florida law <br />(without regard to its choice of law provisions). The courts of Indian River County, <br />Florida will be the proper venue for legal proceedings brought in connection with this Agreement. <br />TeleCheck and Company each waive their right to a jury trial for claims arising in connection with this <br />Agreement. <br />29.1. Any transfer or assignment of this Agreement by you, without our prior written consent, by <br />operation of law or otherwise, is voidable by us. Any transfer of voting control of you or your parent <br />shall be considered an assignment or transfer of this Agreement. Furthermore, you shall indemnify and <br />hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such <br />transferee's or assignee's Submission of Card transactions to us for processing. For purposes of this <br />Section 29, any transfer of voting control shall be considered an assignment or transfer of this <br />Agreement. The Client's liability shall be only to the extent allowed by and within the limits of liability <br />provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign <br />immunity of either party. <br />33.1. You agree to indemnify and hold us and the Card Organizations harmless from and against all <br />losses, liabilities, damages and expenses: (a) resulting from the inaccuracy or untruthfulness of any <br />representation or warranty, breach of any covenant or agreement or any misrepresentation by you <br />under this Agreement; (b) arising out of your or your employees' or your agents' negligence or willful <br />misconduct, in connection with Card transactions or otherwise arising from your provision of goods and <br />services to Cardholders;(c) arising out of your use of the Services; or (d) arising out of any third party <br />indemnifications we are obligated to make as a result of your actions (including indemnification of any <br />Card Organization or Issuer). The Client's liability shall be only to the extent allowed by and within the <br />limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a <br />waiver of sovereign immunity of either party. <br />These following sections would not apply to our agreement since facility will not ever be using products <br />with Pineapple & Processor: <br />37.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will <br />indemnify and hold Servicers, Wireless Vendor(s) and our respective officers, directors, employees, and <br />Affiliates harmless from and against any and all losses, claims, liabilities, damages, costs or expenses <br />arising from or related to: (a) the purchase, delivery, acceptance, rejection, ownership, possession, use <br />condition, liens against, or return of the Wireless Equipment or the Wireless Equipment (including the <br />Wireless Software), as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of <br />your obligations under this Section 37; or (d) any Person's unauthorized access to Client's data and/or <br />unauthorized financial activity occurring on your Merchant Identification Number hereunder, except to <br />the extent any losses, liabilities, damages or expenses result from our gross negligence or willful <br />misconduct. The Client's liability shall be only to the extent allowed by and within the limits of liability <br />provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign <br />immunity of either party. - <br />145 <br />