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End User License Agreement - CareSuite Page 7 of 10 <br />8. ment. Licensee shall not assign or otherwise transfer any of its rights, obligations <br />r lice h ret.. t t t r written consent of Licensor, including any <br />a t b%jo �ition a aJesult of the merger or acquisition of Licensee, and only <br />upo e orc � 'u y ive ting itself, himself or herself of all possession of the <br />Software and all media and copies thereof. Subject to the foregoing, the provisions of this <br />A JI l�ir� aPp i � dyb[ ilti ssuc �Y � i <br />pcM1Jgttg4 ass t5t€ t,'t par&tp.port <br />8.6. Independent Contractor. The relationship created by this Agreement is one of <br />independent contractors, and not partners, franchisees or joint ventures. No employees, <br />consultants, contractors or agents of one party are employees, consultants, contractors or <br />agents of the other party, .nor do they have any authority to bind the other party by contract <br />or otherwise to any obligation, except as expressly set forth herein. Neither party will <br />represent to the contrary, either expressly, implicitly or otherwise. <br />8.7. Headings. The descriptive headings of this Agreement are intended for reference only <br />and shall not affect the construction or .interpretation of this Agreement. <br />8.8. Severability. If any covenant set forth in this Agreement is determined by any court to <br />be unenforceable by reason of its extending for too great a period of time or by reason of its <br />being too extensive in any other respect, such covenant shall be interpreted to extend only <br />for the longest period of time and to otherwise have the broadest application as shall be <br />enforceable. The .invalidity or unenforceability of any particular provision of this Agreement <br />shall not affect the other provisions hereof, which shall. continue in full force and effect. <br />8.9. Waiver of Rights. Thefailure of either party to .insist, in any one or more instances, upon <br />the performance of any of the terms, covenants, or conditions of this Agreement or to <br />exercise any right hereunder, shall not be construed as a waiver or relinquishment of the <br />future performance of any rights, and the obligations of the party with respect to such future <br />performance shall continue in full force and effect. <br />8.10. Entire Agreement; Conflict. This Agreement, together with all Exhibits hereto, and <br />Schedules hereto (if any), constitutes the complete, final and exclusive statement of the <br />terms of'the Agreement among the parties pertaining to the subject matter hereof and <br />supersedes all prior agreements, understandings, negotiations and discussions of the parties. <br />No modification or rescission of this Agreement shall be binding unless executed in writing <br />by the party to be bound thereby. In the event of any conflict between the terms and <br />conditions of this Agreement and an Exhibit or Schedule, the terms and conditions of the <br />Exhibit or Schedule shall prevail. <br />mhtml:file://\\lotliloriezi\fletJploads\work.-requests\32769\Quicl mar contract 11 25-17.mht 11/27/2017 <br />