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<br /> <br />Rev. 06022016 7 of 10 <br /> <br /> <br />10. ASSIGNMENT <br /> <br />Neither this Agreement nor any rights or obligations hereunder may be assigned or <br />otherwise transferred by either party, in whole or in part, whether voluntary or by operation <br />of law, except by way of sale of assets, merger or consolidation, without the prior written <br />consent of the other party, such consent will not be unreasonably withheld, and any <br />attempted assignment without such consent shall be void . No assignment of this <br />Agreement shall be valid until and unless consented to in writing by the non -assigning party <br />and assumed by the assignee in writing . When duly assigned in accordance with the <br />foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties <br />and their respective successors and assignees. <br /> <br />11. CUSTOMER’S ENTERPRISE <br /> <br /> CUSTOMER’s application server(s) and database server(s) are as follows: <br /> <br /> Server(s) Location(s) <br /> <br /> Application Server(s): Up to two Environments Customer Premise <br /> Database Server(s): Up to two Environments Customer Premise <br /> <br />12. ENTIRE AGREEMENT <br /> <br />This Agreement and any schedules or exhibits attached thereto contain the entire agreement <br />and understanding between the parties with respect to the subject matter hereof and <br />supersedes any and all prior or contemporaneous proposals, discussions, agreements, <br />CUSTOMER issued purchase order, or document of like intent or purpose, understandings, <br />commitments, representations of any kind, whether oral or written, relating to the subject <br />matter hereof, except as provided in Section 1a with respect to the definition of “Confidential <br />Information.” It is expressly agreed that if CUSTOMER issues a purchase order or other <br />document for the products provided under this Agreement, no terms, conditions or provisions <br />contained therein shall have any effect on the rights, duties or obligations of the parties <br />under, or in any way modify, this Agreement, regardless of any failure by to object <br />to such terms, conditions or provisions . This Agreement sets forth the sole and entire <br />understanding between and CUSTOMER with respect to the subject ma tter. No <br />amendments to this Agreement, either at the execution or subsequently, shall be binding on <br /> or CUSTOMER unless agreed to in writing by both parties. <br /> <br />13. GENERAL TERMS <br /> <br />a. All provisions of this Agreement, which by their nature should survive termination of this <br />Agreement, will so survive. <br /> <br />b. CUSTOMER may not export or re-export the Software without the prior written consent of <br /> and without the appropriate United States and foreign government licenses. <br /> <br />c. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this <br />Agreement must be in writing to be effective. Delay or failure by either party to exercise <br />any right hereunder, or to enforce any provision of this Agreement will not be considered a <br />waiver thereof and will not in any way affect the validity of the whole or any part of this <br />Agreement or prejudice such party’s right to take subsequent action. No single waiver will