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(f) Assignment. Agent may not transfer, assign, or delegate this Agreement or any of its rights, <br />obligations, or duties hereunder without written consent of Processor. RAPID Financial <br />Services may transfer or assign this Agreement or any of its rights, obligations, or duties <br />hereunder at any time. <br />(g) Independent Contractors. Agent and RAPID Financial Services are independent entities, <br />and this Agreement does not create any partnership, agency, or employment relationship <br />between Agent and RAPID Financial Services. Each Party may not attempt to represent, <br />warrant, or obligate the other Party to any commitment with any third party. <br />(h) No Other Third -Party Rights. This Agreement is intended for the exclusive benefit of Agent <br />and RAPID Financial Services and is not intended to benefit any third party. <br />(i) Interpretation. The Parties agree that the Parties have carefully reviewed this Agreement and <br />that the normal rule of construction to the effect that any ambiguities be resolved against the <br />drafting Party shall not be employed in the interpretation of this Agreement. The section <br />headings contained in this Agreement are for reference purposes only and shall not affect the <br />interpretation of this Agreement. <br />(j) Severability. In the event that any part of this Agreement is deemed by an arbitrator, a court, <br />regulatory authority or other public or private tribunal of competent jurisdiction to be invalid or <br />unenforceable, such provision shall be deemed to have been omitted from this Agreement. <br />The remainder of this Agreement shall remain in full force and effect, and shall be modified to <br />any extent necessary to give such force and effect to the remaining provisions, but only to such <br />extent. <br />(k) Entire Agreement. The Agreement constitutes the complete and exclusive statement of the <br />agreement between the Parties with respect to the Service, and supersedes any prior or <br />contemporaneous proposal, understandings, discussions or agreements between the Parties <br />with respect to the Services. <br />(1) Survival. Notwithstanding any other provision of this Agreement, the representations, <br />warranties, covenants and indemnities of or by either Party contained herein or in any <br />certificate, document or instrument delivered pursuant to this Agreement, including, shall <br />survive the termination of this Agreement. In addition, any terms of this Agreement which by <br />their nature extend beyond its termination remain in effect until fulfilled and apply to respective <br />successors and assigns. <br />(m) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an <br />original, but all of which together are deemed to be one and the same agreement. <br />The remainder of this page is intentionally left blank. <br />Master Service Agreement <br />Page 7 of 10 <br />