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Powered by <br />Contract ID- NA 2022 Page 6 of 8 <br />other, and neither may make commitments on the other’s behalf. <br />11.5.Force Majeure. No delay, failure, or default, other than a failure to pay fees, will constitute a breach of these terms and conditions, to the extent that <br />such delay, failure, or default, or any other breach is caused by acts of war, terrorism, earthquakes, other acts of God or of nature, strikes or labor <br />disputes, embargoes, or other causes beyond the performing Party’s reasonable control. <br />11.6.Assignment & Successors. Customer may not assign the Agreement, these terms and conditions, or any of its rights or obligations hereunder <br />without Provider’s prior written consent. Except to the extent forbidden herein, these terms and conditions will be binding upon and inure to the benefit <br />of the Parties’ respective successors and assigns. Any attempt to assign, transfer, or delegate these terms and conditions shall be null and void. <br />11.7.Notices. Any notice required or permitted to be given under these terms and conditions will be given in writing to the receiving Party by personal <br />delivery, certified mail, return receipt requested, overnight delivery recognized by a nationally recognized carrier, or by email upon confirmation of <br />receipt. Notices to Provider shall be copied to contracts@ipaysmart.ai. <br />11.8.Modification. Modifications to the Services and associated fees thereof may be made from time to time, and any modifications made to the Services, <br />or associated fees, shall be noticed to the Customer thirty (30) days prior to such modifications taking effect. <br />11.9.Severability. To the extent permitted by law, the Parties waive any provision of law that would render any clause of these terms and conditions invalid <br />or unenforceable. In the event that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended <br />purpose to the maximum extent permitted by law, and the remaining provisions of and these terms and conditions will continue in full force and effect. <br />11.10.Choice of Law & Jurisdiction: These terms and conditions will be governed by the laws of the State of California, without reference to any conflicts <br />of law principles. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Orange County, California. <br />11.11.Conflicts. Should and these terms and conditions conflict with any other agreements or terms, these terms and conditions will govern. <br />11.12.Construction. The Parties agree that these terms result from negotiations between them. These terms and conditions will not be construed in favor <br />of or against either party by reason of authorship. <br />11.13.Entire Agreement. These terms and conditions, along with the Agreement, set forth the entire agreement of the Parties and supersedes all prior <br />or contemporaneous writings, negotiations, and discussions with respect to its subject matter, with the exception of an applicable license agreement, <br />SaaS subscription agreement, or statement of work. Neither Party has relied upon any such prior or contemporaneous communications except <br />those expressly referenced and named herein. <br />11.14.Amendment. These terms and conditions may only be amended in writing by authorized representatives of each Party. <br />      <br /> <br />  DocuSign Envelope ID: ECD87DF2-0011-4B03-98B4-83FFFE6EE4F0DocuSign Envelope ID: 2151E2A1-A7DD-4CDB-946C-16B728322856