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<br /> <br /> <br /> www.siteimprove.com <br /> <br /> <br /> <br /># 87378 <br /> <br /> Page 11 of 15 <br />Siteimprove Inc | 7807 Creekridge Circle | Minneapolis, MN 55439, USA <br />+1 855 748 3467 | info@siteimprove.com | www.siteimprove.com <br />disclosure of the disclosing party’s Confidential <br />Information. The receiving party agrees to assist the <br />disclosing party in remedying any such unauthorized <br />use or disclosure of the disclosing party’s <br />Confidential Information. At any time, upon written <br />request, the receiving party will return or destroy the <br />Confidential Information that the disclosing party has <br />provided to it. <br />9. ASSIGNABILITY <br />This Agreement is binding upon and will inure to the <br />benefit of the parties, their legal representatives, <br />successors, and assigns. Except as otherwise <br />expressly provided in this Agreement, neither party <br />may assign, transfer, convey or encumber this <br />Agreement or any rights granted in it, either <br />voluntarily or by operation of law, without the prior <br />written consent of the other party. Any attempt to do <br />so is null and void. Notwithstanding the foregoing, a <br />party shall have the right to assign this Agreement to <br />its parent entity or affiliates or to a successor entity in <br />the event of a merger, consolidation, transfer, sale, <br />stock purchase, or public offering, provided the <br />assignee is subject to all obligations of the <br />Agreement. <br />10. NOTICES <br />Unless expressly set forth in the Agreement, all <br />notices and other communications required by this <br />Agreement must be in writing and sent to the parties <br />at the addresses set forth below via overnight courier <br />service, express postal service, or email with read- <br />receipt. Notices are effective only: (a) upon receipt; <br />and (b) if the party giving the Notice has complied <br />with the requirements of this Section. Notice to <br />Customer should be sent to the address set forth in <br />the Customer Information Section. Notice to <br />Siteimprove should be sent to: <br />Siteimprove, Inc. <br />Attn: Legal Department <br />7807 Creekridge Circle <br />Minneapolis, MN 55439 <br />With a copy to: <br />legal@siteimprove.com <br />11. GOVERNING LAW <br />This Agreement will be governed by and construed in <br />accordance with the laws of Minnesota and the <br />United States of America, except for its conflicts of <br />law rules and principles. In the event of any suit or <br />proceeding arising out of or related to this <br />Agreement, the courts of Minnesota will have <br />exclusive jurisdiction and the parties will submit to <br />the jurisdiction of those courts. <br />12. NO WAIVER <br />The delay or failure of either party to exercise any <br />right, power, or privilege under this Agreement is not <br />to be treated as a waiver of that right, power, or <br />privilege. <br />13. PUBLICITY <br />Customer consents to Siteimprove reproducing and <br />publicizing its trading name, trademarks, logos and <br />any Included Services utilized by Customer, on the <br />corporate website of Siteimprove and in company <br />presentations. Customer retains the right to revoke <br />this consent through written notification to <br />Siteimprove. <br />14. COUNTERPARTS <br />The Agreement may be executed in any number of <br />counterparts. Each counterpart is an original and, <br />when combined with another counterpart, will be <br />treated as part of the same document. Any <br />counterparts of this Agreement may be delivered <br />electronically in PDF format; these formats have the <br />same effect as an original executed counterpart. <br />15. SEVERABILITY <br />Any provision of this Agreement that is prohibited or <br />unenforceable in any jurisdiction is ineffective to the <br />extent of that prohibition or unenforceability in that <br />jurisdiction. The validity, enforceability, or legality of <br />the remaining provisions will not be affected. <br />16. ENTIRE AGREEMENT <br />This Agreement constitutes and expresses the entire <br />agreement and understanding between the parties. <br />This Agreement supersedes any prior <br />communications, understanding, commitments, or <br />agreements, oral or written, with respect to the <br />subject matter of this Agreement. The parties are not <br />relying on any representations or warranties other <br />than those expressly listed in this Agreement. Any <br />standard or boilerplate terms and conditions included <br />on any document provided by one party to another <br />(e.g., click-wrap agreements and purchase orders) <br />are not part of this Agreement and will not be binding <br />on either party. Any changes or modifications to this <br />Agreement must be in writing, acknowledge the <br />intent to amend the terms and conditions of this