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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />EXHIBITA RYAN L. BUTLER, CLERK <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SOFTWARE LICENSE) <br />purported assignment, delegation or transfer in <br />violation of this Section 15.7 is void. The Agreement <br />(including these Terms) inures to the benefit of, and is <br />binding on and enforceable against, the Parties and <br />their respective permitted successors and assigns. <br />15.8. No Third -Party Beneficiaries. The <br />Agreement (including these Terms) are for the sole <br />benefit of the Parties and their respective permitted <br />successors and permitted assigns and nothing in the <br />Agreement (including these Terms), express or <br />implied, is intended to or shall confer on any other <br />person or entity any legal or equitable right, benefit or <br />remedy of any nature whatsoever under or by reason <br />of the Agreement (including these Terms). <br />15.9. Amendment and Modification; <br />Waiver. No amendment to, modification of, or <br />rescission, termination or discharge of the Agreement <br />(including these Terms) is effective unless it is in <br />writing, identified as an amendment to or rescission, <br />termination or discharge of the Agreement (including <br />these Terms) and signed by an authorized <br />representative of each Party. No waiver by any Party <br />of any of the provisions of the Agreement (including <br />these Terms) shall be effective unless explicitly set <br />forth in writing and signed by the Party so waiving. <br />Except as otherwise set forth in the Agreement <br />(including these Terms), no failure to exercise, or <br />delay in exercising, any rights, remedy, power or <br />privilege arising from the Agreement (including these <br />Terms) shall operate or be construed as a waiver <br />thereof, nor shall any single or partial exercise of any <br />right, remedy, power or privilege under the Agreement <br />(including these Terms) preclude any other or further <br />exercise thereof or the exercise of any other right, <br />remedy, power or privilege. <br />15.10. Severability. If any provision of the <br />Agreement (including these Terms) is invalid, illegal <br />or unenforceable in any jurisdiction, such invalidity, <br />illegality or unenforceability shall not affect any other <br />term or provision of the Agreement (including these <br />Terms) or invalidate or render unenforceable such <br />term or provision in any other jurisdiction. On such <br />determination that any term or other provision is <br />invalid, illegal or unenforceable, the Parties shall <br />negotiate in good faith to modify the Agreement so as <br />to effect the original intent of the Parties as closely as <br />possible in a mutually acceptable manner in order that <br />the transactions contemplated by the Agreement <br />(including these Terms) be consummated as originally <br />contemplated to the greatest extent possible. <br />15.11. Governine Law; Submission to <br />Jurisdiction. The Agreement (including these Terms) <br />is governed by and construed in accordance with the <br />internal laws of the State of Indiana without giving <br />effect to any choice or conflict of law provision or rule <br />that would require or permit the application of the laws <br />of any jurisdiction other than those of the State of <br />Indiana. Any legal suit, action or proceeding arising <br />out of or related to the Agreement will be instituted <br />exclusively in the federal courts of the United States <br />District Court of the Northern District of Indiana or the <br />courts of the State of Indiana in each case located in <br />the city of Fort Wayne and County of Allen, and each <br />Party irrevocably submits to the exclusive jurisdiction <br />of such courts in any such suit, action or proceeding. <br />Service of process, summons, notice or other <br />document by mail to such Party's address set forth in <br />Number 2 of the Agreement will be effective service <br />of process for any suit, action or other proceeding <br />brought in any such court. <br />15.12. Waiver of Jury Trial. Each Party <br />irrevocably and unconditionally waives any right it <br />may have to a trial by jury in respect of any legal action <br />arising out of or relating to the Agreement or the <br />transactions contemplated by the Agreement <br />(including these Terms). <br />15.13. Equitable Remedies. Customer <br />acknowledges and agrees that a breach or threatened <br />breach by Customer of any of its obligations under <br />Section 3 of these Terms (Use Restrictions), Section 5 <br />of these Terms (Confidentiality), Section 8 of these <br />Terms (Intellectual Property Rights) or Section 11 of <br />these Terms (Indemnification) would cause INdigital <br />irreparable harm for which monetary damages would <br />not be an adequate remedy and that, in the event of <br />such breach or threatened breach, INdigital will be <br />entitled to equitable relief, including in a restraining <br />order, an injunction, specific performance and any <br />other relief that may be available from any court of <br />competent jurisdiction, without any requirement to <br />post a bond or other security, or to prove actual <br />damages or that monetary damages are not an <br />adequate remedy. Such remedies are not exclusive and <br />are in addition to all other remedies that may be <br />available at law, in equity or otherwise. <br />15.14. Attorneys' Fees. In the event that any <br />action, suit, or other legal or administrative proceeding <br />is instituted or commenced by either Party against the <br />other Party arising out of or related to the Agreement <br />(including these Terms), the prevailing Party shall be <br />entitled to recover its reasonable attorneys, expert <br />witness and accountants' fees and court costs from the <br />non -prevailing Party. <br />