Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.
Appears in 2 contracts
Sources: Electronic Banking Agreement, Electronic Banking Agreement
Miscellaneous Terms. In addition Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time to time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. If there is any inconsistency between this Agreement and the Additional Terms and Conditions, you agree the Additional Terms and Conditions prevail to comply with the extent of the inconsistency. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that neither party’s employee or contractor is an employee of the other party. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be deemed to have waived construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of our rights or remedies hereunder or under your Membership and Account the Agreement unless such waiver is will be effective only if in writing and signed by an authorized representative Nearmap. Any rights not expressly granted herein are reserved. Severability If one or more of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held found to be invalid, illegal, illegal or unenforceableunenforceable in any respect, the validity, legality, or legality and enforceability of the remaining provisions shall terms will not be affected. Amendments Other than as expressly specified in no way this Agreement, this Agreement may only be affected varied with the written consent of Nearmap. Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or impaired therebypurport to assign its rights or obligations under this Agreement without the prior written consent of Nearmap. Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so, the counterparts taken together constitute one and the same instrument. This Agreement constitutes the entire Agreement between you is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the credit union Licensee. Governing Law This Agreement is governed by and supersedes all other proposals either oral or written between you construed in accordance with the laws of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the credit union on Commonwealth of Australia. Precedence of Documents In the event of any inconsistencies between the terms of this subjectagreement, the Additional Terms and Conditions and the Quote, the following order of precedence applies, from highest to lowest: Additional Terms and Conditions; the Quote; any Product-Specific Terms, and this products agreement. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement between Nearmap and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the Licensee supersedes all terms and conditions set forth herein and as we may amend from time attached to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionLicensee’s purchase order.
Appears in 2 contracts
Sources: Products Agreement, Products Agreement
Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws laws, and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost cost, or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.
Appears in 2 contracts
Sources: Electronic Banking Agreement, Electronic Banking Agreement
Miscellaneous Terms. In addition Each person signing this Agreement represents that he has authority to this Agreementbind the party for which he signs. This Agreement may be executed in one or more counterparts, you agree to comply with and be bound by all terms and conditions each of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We which shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in an original. This writing and signed by an authorized representative contains the entire agreement of the credit unionparties. Any delay or omission on our part in exercising In the event of any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver conflict between the specific terms of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and terms of any such other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. Howeverprior agreement, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement govern. No supplement, modification or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision waiver of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding unless executed in writing by the party to be bound thereby. No representations other than those expressly set forth in this writteri agreement were made or relied upon the successors and assignees of both partiesby either party. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellationNo agent, terminationemployee, or expiration other representative of either party is empowered to alter any of the terms of this Agreement. This Agreement is binding on the parties and each of their successors and permitted assigns. Neither Party may assign this Agreement without the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations prior written consent of the state of Michiganother, said consent not to be unreasonably withheld. The validity, interpretation, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding performance of this Agreement shall be subject controlled by and construed under Nevada law. Venue for any legal action or mediation proceeding relating to or arising out of this Agreement shall be in ▇▇▇▇▇ County, Nevada. Nothing in this Agreement shall be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any rights or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever. This Agreement does not provide for a joint venture, partnership, agency or employment relationship between the parties, or any other relationship. Any failure of either party to enforce or require the strict performance of any contract provision shall not constitute a waiver of such provision or of any breach of such provision, nor in any way affect the right of such party to strictly enforce same. Any notice to be given under this Agreement shall be in writing and addressed to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold party at the credit unionaddress of its principal place of business (as stated below or at such other address as either party may hereafter designate in writing. Any such notice shall be deemed to have been duly given upon personal delivery or three (3) business days after being enclosed in a properly sealed and addressed envelope, if sent by registered or certified mail, and if deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.
Appears in 2 contracts
Sources: Advertising Purchase Agreement (Herbst Gaming Inc), Advertising Purchase Agreement (Herbst Gaming Inc)
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In addition the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to comply with and be bound by all terms and conditions pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of all applicable account agreements with the credit union and with all applicable law and regulationsContent.
16.3. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived No variation of any of our rights or remedies hereunder or under your Membership and Account Agreement these Terms will be effective unless such waiver is in writing and signed by an authorized representative Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the credit union. Any delay terms or omission on our part in exercising any rights under conditions of this Agreement or any other account agreement you have with us shall will not operate as be a waiver of such rights or remediesany other rights.
16.5. We may make amendments to this Agreement In the event of any inconsistency between the Terms and the EFT Disclosure and terms contained in any purchase order or other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be communication sent by sending you a notice via e-mail or regular mail sent to you, the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use prior written consent of the site will other party, not to be deemed as acceptance unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of them. Section headings are for convenient reference only and shall not affect 1(2) of the meaning or have any bearing on the interpretation Contracts (Rights of any provision Third Parties) ▇▇▇ ▇▇▇▇ no term of this AgreementAgreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be invalidvoid or unenforceable in whole or in part, illegal, or unenforceable, this Agreement will continue in force in relation to the validity, legality, or enforceability unaffected provisions and the remainder of the remaining provisions shall provision in no way be affected or impaired therebyquestion.
16.11. This Agreement constitutes the entire Agreement between you Agreement, its validity and the credit union effect, will be interpreted under and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal the laws of England and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the exclusive jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of MichiganEnglish courts. You agree that you will be liable If Alamy is required to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur enforce its rights as a result of your failure any breach of these terms, whether legal proceedings are commenced or not, you agree to comply with the terms indemnify Alamy in respect of all reasonable legal fees and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unioncosts incurred by Alamy in relation thereto.
Appears in 2 contracts
Miscellaneous Terms. In addition Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time to time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement, you agree to comply with . Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that neither party’s employee or contractor is an employee of the other party Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be deemed to have waived construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of our rights or remedies hereunder or under your Membership and Account the Agreement unless such waiver is will be effective only if in writing and signed by an authorized representative the party granting the waiver and will be effective only to the extent specifically set out in that waiver. Any rights not expressly granted herein are reserved. Severability If one or more of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held found to be invalid, illegal, illegal or unenforceableunenforceable in any respect, the validity, legality, or legality and enforceability of the remaining provisions shall terms will not be affected. Amendments This Agreement may only be varied with the written consent of Nearmap and the Licensee. Nearmap may make any amendment to this Agreement immediately and without providing the Licensee any notice, if Nearmap reasonably considers that the amendment is likely to benefit or have a neutral impact on the Licensee (Non-Detrimental Amendment). Assignment Except as provided below, neither party may assign or otherwise transfer or attempt to assign any right or obligation arising out of this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Nearmap may assign all or any part of this Agreement, without the Licensee’s consent, in no way be affected connection with a merger, acquisition, corporate reorganisation, change of control or impaired therebysale or disposition of substantially all of its assets (or any substantially similar transaction). Additionally, Nearmap may assign all or any part of this Agreement to its Related Parties and Subsidiaries without the Licensee’s consent. Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior written agreement connected with that subject matter. Governing Law This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia. Application of this Agreement This Agreement only applies to Licensees that are considered a Small Business Customer. Precedence of Documents In the event of any inconsistencies between the terms of this agreement, the Additional Terms and Conditions and the Quote, the following order of precedence applies, from highest to lowest: the Additional Terms and Conditions; the Quote; any Product-Specific Terms; and this products agreement. This Agreement constitutes the entire Agreement between you Nearmap and the credit union and Licensee supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time attached to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionLicensee’s purchase order.
Appears in 2 contracts
Sources: Products Agreement, Products Agreement
Miscellaneous Terms. In addition (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to agreements entered into and wholly performed therein.
(b) You hereby waive all rights of droit moral or "moral rights of authors" or any similar rights or principles of law which you may now or later have in any materials created or assembled by us hereunder. (c) You agree to execute any documents and do any other acts consistent herewith as may be reasonably required by us or our assigns or licensees to further evidence or effectuate our rights as set forth in this Agreement. Upon your failure to do so following five days written request therefor, you agree to comply with hereby appoint us as your attorney in fact for such purposes (it being acknowledged that such appointment is irrevocable and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any a power coupled with an interest), with full power of our substitution and delegation.
(d) You agree and acknowledge that your rights or and remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement against us or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any party related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears sale or auction of the Property shall be limited to an action at law for money damages, and you hereby waive all other rights and remedies which you might have at law or in our records. Unless otherwise required by lawequity (including, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBankingwithout limitation, mobile bankinginjunctive relief and rescission, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms cancellation and termination of this Agreement or the EFT Disclosure right to enjoin or restrain the advertisement, promotion, marketing or exploitation by us or any third party in connection with the auction and/or any rights or activities hereunder in any and all manner or media whatsoever, whether now known or hereafter devised). In any other account agreements/disclosures with Extra Credit Union. Do legal action between us, we shall not use be liable to you for any special, consequential or incidental damages.
(e) You agree that we and our eBanking, mobile banking, or eBill Pay services if you do not assignees shall have the
(f) The parties hereby agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site that any dispute under this Agreement will be deemed as acceptance of them. Section headings are for convenient reference only resolved exclusively by final, binding arbitration under the rules and shall not affect the meaning or have any bearing on the interpretation guidelines of any provision of this Agreement. If any provision of this Agreement is held independent alternative dispute resolution service as the parties may agree upon; if the parties cannot agree, then the matter will be submitted to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. American Arbitration Association for arbitration.
(g) This Agreement shall be binding upon the your heirs, executors, beneficiaries, successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to assigns, but you may not assign this agreement without our prior written consent in each instance.
(h) The paragraph headings in this Agreement remain in effect are for convenience only and shall continue and survive cancellation, termination, not affect in any way the meaning or expiration interpretation of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionagreement.
Appears in 1 contract
Sources: Consignment Agreement
Miscellaneous Terms. In addition You warrant that you have obtained any authorization as may be required under applicable law to this Agreement, you permit your utilization of the Services. You and we hereby agree to comply with the terms of the Business Associate Agreement attached hereto as Exhibit A and be bound incorporated herein by all terms reference unless you and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to we have waived any of our rights or remedies hereunder or under your Membership and Account negotiated a separate Business Associate Agreement unless such waiver is in writing and signed by an authorized representative you and us. In the case of the credit union. Any delay or omission on our part in exercising any rights under this latter, the separate Business Associate Agreement or any other account agreement executed by you have with and us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and supersede the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Business Associate Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only attached hereto and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties control with respect to confidential or private information the use and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, terminationdisclosure of Protected Health Information we receive from you, or expiration create, maintain, transmit, or receive on behalf of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to timeyou. Except as otherwise provided in Section 1415, if any disputes regarding this Agreement provision of these terms shall be subject unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under the Agreement. The Agreement will inure to the jurisdiction benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the appropriate court in Macomb County or Federal District Court other party with respect to any provision of the Eastern District Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of Michigan. You agree such party's right to assert or rely upon any such provision or right in that you or any other instance; rather, the same will be liable and remain in full force and effect. Except as otherwise provided in the first paragraph of this Section 19, the Agreement constitutes the entire agreement between you and us with respect to us for the subject matter of the Agreement and supersedes and replaces any lossother prior or contemporaneous agreements, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein applicable to the subject matter of the Agreement. The Agreement creates no third-party beneficiary rights. As used in this agreement, “we,” “our,” and “us” refer to Dentalogic Inc. together with its subsidiaries, doing business as we may amend from time Dentalogic, and its and their respective successors and assigns, and “you” and “your” refer to timethe individual or entity subscribing for the Services. You authorize us This Business Associate Agreement (this “Agreement”) is effective as of the latter of (a) first date you subscribe to deduct any loss, cost the Services or other expenses including reasonable attorney's fees (b) the date your terms and conditions for any action we may take to enforce this Agreement from any account you hold at the credit unionServices were last amended or revised (the “Effective Date”).
Appears in 1 contract
Sources: Terms and Conditions
Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions 21.1 The relationship of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement parties hereto is that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountof independent contractors, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights neither party is an employee, agent, partner or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative joint venturer of the credit union. Any delay or omission on our part in exercising any rights other.
21.2 Neither party shall have liability for its failure to perform its obligations under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Master License Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBankingLicense Agreement when due to circumstances beyond its reasonable control.
21.3 If Licensee distributes the Front-End Views and/or Back-End Views, mobile bankingas authorized herein, to an agency, department, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use other entity of the site will be deemed as acceptance of them. Section headings are for convenient reference only and United States Government ("Government"), Licensee shall not affect the meaning delete any legend from such software or have any bearing on the interpretation of any provision of this Agreementdocumentation regarding either Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies or Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies.
21.4 Artisan Components and Licensee are independent parties. If any provision of this Agreement is held to be invalidNeither company nor their employees, illegalconsultants, contractors or unenforceableagents, the validityare agents, legality, employees or enforceability joint venturers of the remaining provisions shall in no way be affected other party, nor do they have the authority to bind the other party by contract or impaired therebyotherwise to any obligation. This Agreement constitutes Neither party will represent to the entire Agreement between you and the credit union and supersedes all other proposals contrary, either oral expressly, implicitly, by appearance or written between you and the credit union on this subjectotherwise. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding Nothing under this Agreement shall be subject construed as an obligation or representation of any nature that Licensee will design, manufacture, market, sell, or distribute any product or otherwise make any use of any right or license granted hereunder. Further, Licensee makes and has made no representations as to the jurisdiction effectiveness of any marketing it may chose undertake.
21.5 Neither this Master License Agreement, any License Agreement, nor any related agreement will prevent either party or its subsidiaries or Customers from marketing, acquiring, or developing materials, products, or services which are competitive to those of the appropriate court in Macomb County other party, except that any such materials, products, or Federal District Court services may not violate any statutory or common law rights of such other party. Each party may pursue activities independently with any third party, even if similar to the activities under this Master License Agreement, License Agreement, or related agreement.
21.6 BOTH PARTIES ACKNOWLEDGE THAT THIS MASTER LICENSE AGREEMENT INCLUDING THE EXHIBITS AND APPENDICES ATTACHED HERETO AND THE PRODUCT SCHEDULE CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND SUPERSEDES AND CANCELS ALL CONFLICTING TERMS AND CONDITIONS AND ALL PREVIOUS AND CONTEMPORANEOUS WRITTEN AND ORAL AGREEMENTS AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF, INCLUDING ANY TERMS AND CONDITIONS THAT MAY BE INDICATED IN ANY LICENSEE PURCHASE ORDER. NEITHER THIS MASTER LICENSE AGREEMENT NOR THE LICENSE AGREEMENT SHALL BE MODIFIED, SUPPLEMENTED, QUALIFIED, OR INTERPRETED BY ANY TRADE USAGE OR PRIOR COURSE OF DEALING NOT MADE A PART OF THIS MASTER LICENSE AGREEMENT OR THE LICENSE AGREEMENT BY ITS EXPRESS TERMS. NEITHER THIS MASTER LICENSE AGREEMENT NOR THE ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 20. LICENSE AGREEMENT SHALL BE MODIFIED OR AMENDED EXCEPT IN WRITING AND EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS MASTER LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS EVIDENCED BY THEIR SIGNATURES BELOW. ARTISAN COMPONENTS, INC. LICENSEE By: [***] By: [***] ------------------------------------- ----------------------------------------------- Signature of an Officer of the Eastern District Corporation Signature of Michigan. You agree that you will be liable an Authorized Representative Name: [***] Name: [***] ----------------------------------- ----------------------------------------------- Printed name of the Signing Officer Printed name of the Authorized Representative Title: [***] Date: April 26, 2002 Title: [***] ----------------------------------- ----------------------------------------------- Date: May 3, 2002 ----------------------------------------------- ---------- [***] Confidential treatment requested on behalf of Artisan pursuant to us a request for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply confidential treatment filed with the terms Securities and conditions set forth herein Exchange Commission. Omitted portions have been filed separately with the Commission. IBM Master License Agreement 042502 21. EXHIBIT A to Master License Agreement ENGINEERING CHANGE ORDER (ECO) REQUEST FORM Product Schedule No. ____ Request No. ____ -------------------------------------------------------------------------------- Customer: Date: -------------------------------------------------------------------------------- Requestor: Phone: -------------------------------------------------------------------------------- E-mail Address: Fax: -------------------------------------------------------------------------------- Project: -------------------------------------------------------------------------------- This Engineering Change Order Form (ECO) is to be used as an official notification to Artisan Components of any changes in design or specification made to a project. Once this form has been received, Artisan Components will evaluate the schedule and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account price impacts of these changes and inform you hold at of the credit unionresults.
Appears in 1 contract
Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and agreement of the credit union parties and supersedes all other proposals either prior oral or written agreements between you and them concerning the credit union on this same subject. This Agreement may only be amended or modified by a written instrument executed by the parties to this Agreement. No failure or delay on the part of either party in exercising any of its respective rights hereunder upon any failure by the other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other or further exercise thereof or the exercise of any other right hereunder. Without limiting the foregoing, no payment by CPT shall constitute a waiver of any term or condition of this Agreement. This Agreement may not be assigned by either party hereto without the prior written consent of the other party; provided, that CPT may assign this agreement to any of its affiliates that are within the Sony group of companies without obtaining the consent of TCCSL and will notify TCCSL of any such assignment if such assignment will have any material impact on TCCSL. Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement. Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Nothing expressed or referred to in this Agreement is intended or shall be binding upon construed to give any person or entity, other than the parties to this Agreement, or their permitted successors and assignees assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of both parties. Obligations of both the parties with respect to confidential or private information and data pursuant to that this Agreement remain is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity. The section headings contained in effect this Agreement are for reference purposes only and shall continue and survive cancellation, termination, not in any way affect the meaning or expiration interpretation of this Agreement. This Agreement and all of its terms shall be confidential, and each party agrees that, except as may be required by law, it shall not make any disclosures with regard thereto without the EFT Disclosure and prior written approval of the non-disclosing party. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect any other account agreements/disclosures with Extra Credit Union are governed provision, covenant, obligation or agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in the matter and to the full extent permitted by federal laws and regulations, laws and regulations law. In the event of the state occurrence of Michiganan event of force majeure which materially interferes with the production or delivery of the Program or with the rendition of TCCSL’s material obligations hereunder, and local clearinghouse rules and may be amended from time CPT shall have the right to time. Except as otherwise provided in Section 14, any disputes regarding suspend this Agreement and shall be subject have the right, but not the obligation, to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce extend this Agreement from by the length of any account you hold at the credit unionsuch suspension.
Appears in 1 contract
Sources: Distribution Agreement
Miscellaneous Terms. In addition Except as expressly stated herein or in the HIPAA Rules, the parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Section shall survive the expiration, termination, or cancellation of this Agreement, you agree to comply with and be bound by all terms and conditions and/or the business relationship of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountparties, and any revisions shall continue to such agreements bind Business Associate, its agents, employees, contractors, successors, and disclosures assigns as set forth herein. This Agreement may occurbe amended or modified only in a writing signed by the Parties. We shall not No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to have waived create any relationship between the Parties other than that of our rights or remedies hereunder or under your Membership independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and Account any other agreements between the Parties evidencing their business relationship. This Agreement unless such waiver is in writing and signed shall be governed by an authorized representative the laws of the credit unionState of New York. Any delay No change, waiver or omission discharge of any liability or obligation hereunder on our part in exercising any rights under this Agreement one or any other account agreement you have with us more occasions shall not operate as be deemed a waiver of such rights performance of any continuing or remedies. We may make amendments to this Agreement and the EFT Disclosure and other obligation, or shall prohibit enforcement of any obligation, on any other account agreements/disclosures with Extra Credit Union and occasion. The parties agree that, in the event that any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the address as it appears in our recordsuse or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms The provisions of this Agreement or are intended to establish the EFT Disclosure minimum requirements regarding Business Associate’s use and any other account agreements/disclosures with Extra Credit Uniondisclosure of Protected Health Information. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all In the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, invalid or unenforceable, the validity, legality, or enforceability remainder of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement will remain in effect full force and shall continue and survive cancellationeffect. In addition, termination, or expiration in the event a party believes in good faith that any provision of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure fails to comply with the then-current requirements of the HIPAA Privacy Rule or Security Rule, such party shall notify the other party in writing. For a period of up to thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, the Agreement fails to comply with the requirements of the HIPAA Privacy Rule and conditions set forth herein and as we may amend from time Security Rule, then either party has the right to timeterminate upon written notice to the other party. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.Contract dated Between and
Appears in 1 contract
Sources: Business Associate Agreement
Miscellaneous Terms. In addition BMC is not liable for its failure to perform any of its obligations under this Agreement during any period in which performance is delayed by Customer or circumstances beyond BMC's reasonable control. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Customer will receive system notifications from BMC and its licensors, if applicable (i.e. planned downtime notices, etc.). This Agreement, including the Attachments and Orders constitutes the entire agreement between Customer and BMC and supersedes (i) any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Subscription Services and (ii) any click-through legal terms Customer is required to acknowledge with regard to Subscription Services purchased under this Agreement. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement. There are no third-party beneficiaries to this Agreement; Customer is not entering into a contractual relationship with BMC’s licensors and BMC’s licensors have no liability to Customer. Except as provided in Section 2 above, you agree to comply with and no modification or waiver of any provision hereof will be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement effective unless such waiver is made in a writing and signed by an authorized representative of the credit unionboth BMC and Customer. Any delay Customer may not assign or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of transfer this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBankingSubscription Services to a third party, mobile bankingwhether by merger, operation of law, or eBill Pay services if you do not agree to all the terms and conditionsotherwise. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If Should any provision of this Agreement is held to be invalid, illegal, invalid or unenforceable, the validity, legality, or enforceability remainder of the remaining provisions shall will remain in no way be affected effect. Any additional or impaired therebyconflicting terms of any Customer purchase order are rejected by BMC and do not apply. The Subscription Services may contain hyperlinks to websites controlled by parties other than BMC. BMC is not responsible for and does not endorse the content or accept any responsibility for Customer’s use of these websites. Customer should refer to the policies posted by other websites regarding privacy and other topics regarding data privacy before using them. Attachment A - Platform Services Attachment Attachment B - Consulting Services Attachment Attachment C - On Premise Subscription Services Attachment This Agreement is effective only upon execution by BMC and Customer. Each party hereto warrants and represents that this Agreement constitutes the entire Agreement between you legal, valid and binding obligation of such party as of the credit union and supersedes all other proposals either oral or written between you and the credit union on this subjectEffective Date. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to Where a party has executed this Agreement remain in effect using an electronic or digital signature, such party warrants and shall continue represents that the signature is legally binding and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionsatisfies all legal requirements.
Appears in 1 contract
Sources: BMC Cloud Services Master Agreement
Miscellaneous Terms. In addition Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time to time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Precedence of Documents This Agreement is comprised of: the Additional Terms and Conditions; the Quote; any Product-Specific Terms; and this products agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, you agree to comply with the document appearing higher in the list will have precedence. This Agreement between Nearmap and be bound by the Licensee supersedes all terms and conditions attached to the Licensee’s purchase order. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that neither party’s employee or contractor is an employee of the other party. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. Waiver Neither party will be deemed to have waived any of our its rights under this Agreement by lapse of time or remedies hereunder by any statement or under your Membership and Account Agreement unless such waiver is in writing and signed representation other than by an authorized representative in an explicit written waiver. No waiver of the credit union. Any delay or omission on our part in exercising any rights under a breach of this Agreement or any other account agreement you have with us shall not operate as will constitute a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision breach of this Agreement. Severability If any provision one or more of this the terms of the Agreement is held are found to be invalid, illegal, or unenforceableunenforceable in any respect, the validity, legality, or and enforceability of the remaining provisions shall terms will not be affected. Amendments Other than as expressly specified in no way this Agreement, this Agreement may only be affected or impaired therebyvaried with the written consent of Nearmap and the Licensee. Assignment This Agreement constitutes shall not be assigned by either party without the entire prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement between you to (i) a parent, subsidiary or Affiliate of Nearmap, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Nearmap is participating. Any attempt to assign this Agreement in violation of this provision shall be void and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subjectof no effect. This Agreement shall be binding upon bind and inure to the benefit of the parties and their respective successors and assignees of both partiespermitted assigns. Obligations of both Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so, the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the EFT Disclosure Licensee. Language The parties have expressly agreed that this Agreement and any other account all ancillary agreements/disclosures with Extra Credit Union are , documents or notices relating to the Agreement, be drafted solely in the English language. Les parties aux présentes ont expressément convenu que cet accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement. Governing Law This Agreement will be governed by federal and construed in accordance with the laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject State where the Licensee is carrying on business (without giving effect to the jurisdiction conflicts of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionlaws provisions thereof).
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. In addition to Nearmap customer The Licensee agrees that Nearmap may identify the Licensee as a Nearmap customer in Nearmap business materials. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Precedence of Documents This Agreement is comprised of: the New Subscription Quote; the Additional Terms and Conditions; and this agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, you agree to comply with the document appearing higher in the list will have precedence. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that no Nearmap employee or contractor will be an employee of the Licensee. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. Waiver Neither party will be deemed to have waived any of our its rights under this Agreement by lapse of time or remedies hereunder by any statement or under your Membership and Account Agreement unless such waiver is in writing and signed representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. Severability If one or more of the credit unionterms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. Any delay or omission on our part Amendments Other than as expressly specified in exercising any this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or any other account agreement you have with us shall not operate as Affiliate of Nearmap, (ii) a waiver purchaser of such rights all or remedies. We may make amendments substantially all assets related to this Agreement and the EFT Disclosure and any Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made corporate reorganization in accordance with applicable law, including any notice requirementswhich Nearmap is participating. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent attempt to the address as it appears assign this Agreement in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms violation of this Agreement or the EFT Disclosure provision shall be void and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subjecteffect. This Agreement shall be binding upon bind and inure to the benefit of the parties and their respective successors and assignees of both partiespermitted assigns. Obligations of both Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are Licensee. Governing Law This Agreement will be governed by federal and construed in accordance with the laws and regulations, laws and regulations of the state State of MichiganUtah applicable to agreements made and to be entirely performed within the State of Utah, and local clearinghouse rules and may be amended from time without resort to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction its conflict of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionlaw provisions.
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. 16.1. The License will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image(s)/Footage may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The License is conditional on you not being aware of or having received, prior to licensing any Image(s)/Footage, any correspondence, representations, complaints or Claims from Alamy Limited, Alamy or third parties (collectively 'Claims') alleging that the Image(s)/Footage in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Image(s)/Footage is purported to be Licensed will render any License granted void from the beginning. Any use of in-copyright Image(s)/Footage in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy Limited and/or Alamy to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to comply with and be bound by all terms and conditions pay a fee equal to up to five (5) times Alamy's standard License fee for the unauthorised use of all applicable account agreements with the credit union and with all applicable law and regulationsImage(s)/Footage.
16.3. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived No variation of any of our rights or remedies hereunder or under your Membership and Account Agreement these Terms shall be effective unless such waiver is in writing and signed by Alamy and you. No action of Alamy, other than an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or remediesother communication sent by you, the Terms of this Agreement shall prevail.
16.4. We may make amendments Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
16.5. In the event Alamy retains an attorney or collection agency to collect any outstanding payment due by you, you agree to pay all collection costs, attorneys' fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest.
16.6. The validity of this Agreement and the EFT Disclosure interpretation and performance of all of its terms shall be governed by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) or of the International Centre for Dispute Resolution (“ICDR”) in effect on the date of the commencement of arbitration (the applicable rules to be at your discretion) to be held in New York. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Alamy shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other account agreements/disclosures with Extra Credit Union and relief against you in the event that, in the opinion of Alamy, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any related fees or charges at any time and without notice. Howeverotherwise applicable statute(s) of limitation, any amendments will arbitration proceeding shall be made in accordance with applicable lawcommenced within two years of the acts, including any notice requirements. Any required events or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent occurrences giving rise to the address as it appears in our recordsclaim.
16.7. Unless otherwise required by lawYou recognize that the Image(s)/Footage possess a special, we will provide you notice unique and extraordinary character which makes difficult the assessment of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement monetary damages which Alamy or the EFT Disclosure Contributors might sustain by an unauthorized use. You agree that irreparable injury would be caused to Alamy or the Contributors by such unauthorized use, and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all that injunctive relief may be appropriate in the terms and conditions. Whether or not you actually read these terms and conditions, your use event of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision breach of this Agreement.
16.8. If after notice to you, you fail to take any provision of this Agreement is held action which you are obliged to be invalidtake hereunder, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you Alamy and the credit union Contributors shall have the right and supersedes option, but not the duty, to bring an action for specific performance to compel such action, and obtain all other proposals either oral or written between you reasonable costs, expenses, attorney's fees and the credit union on this subjectdisbursements with respect thereto if such specific performance is awarded by a court of competent jurisdiction.
16.9. This Agreement shall be binding upon and inure to the successors benefit of the parties hereto and assignees of both parties. Obligations of both parties with respect to confidential or private information their respective legal representatives, successors, and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreementassigns.
16.10. This Agreement supersedes all prior understandings both oral and written between the EFT Disclosure Parties and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of constitutes the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to entire agreement between the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionParties.
Appears in 1 contract
Sources: License Agreement
Miscellaneous Terms. In addition Photosensitivity Warning — Certain people may react to this Agreementcertain images, backgrounds, features, or effects, including light patterns or flashing lights (regardless of whether they have a diagnosed condition or history) in our Services, Site, or other content. If you agree or anyone in your family has an epileptic condition, consult your physician prior to comply with and be bound by all terms and conditions of all applicable account agreements engaging with the credit union Services. Entire Agreement — These Terms, including the Privacy Policy, constitute the entire and with exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all applicable prior oral or written understandings or agreements between us and you regarding the Services. Severability — If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. No Assignment or Transfer by You — You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and regulationsvoid. We refer you may freely assign or transfer these Terms without restriction. Subject to your Membership the foregoing, these Terms will bind and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply inure to your accountthe benefit of the parties, their successors, and permitted assigns. Notices — Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which we transmit the notice by email. No Waiver — Our failure to enforce any revisions to such agreements and disclosures as may occur. We shall right or provision of these Terms will not be deemed to have waived considered a waiver of such right or provision. The waiver of any of our rights such right or remedies hereunder or under your Membership and Account Agreement unless such waiver is provision will be effective only if in writing and signed by an our duly authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to timerepresentative. Except as otherwise provided expressly set forth in Section 14these Terms, the exercise by either party of any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you its remedies under these Terms will be liable without prejudice to us for any loss, cost its other remedies under these Terms or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionotherwise.
Appears in 1 contract
Sources: Terms of Service
Miscellaneous Terms. In addition (A) Advertiser waives all provisions of state and federal so-called “Do Not Call”, “Do Not E-mail,” and “Do Not Fax” laws in respect to this AgreementPublisher placing telephone calls, you agree e-mails, and faxes to comply with Advertiser, and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you Advertiser agrees to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions accept such phone calls, faxes, e-mails, and other disclosures that apply communications from Publisher or Publisher’s agents related to your accountPublisher’s services, including future services. Advertiser will provide contact telephone numbers, fax numbers, and e-mail addresses, if any, and will promptly advise Publisher of any revisions changes. All telephone conversations and/or electronic communication between Advertiser and Publisher may be monitored and/or recorded, and Advertiser hereby expressly consents to such agreements monitoring and disclosures as may occurrecordation. We Advertiser expressly agrees and acknowledges that Publisher is not obligated to visit Advertiser’s premises for any purpose.
(B) The failure of either Party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights other obligations hereunder, nor shall it be considered a future or remedies. We may make amendments to this Agreement and continuing waiver of the EFT Disclosure and same terms.
(C) If any other account agreements/disclosures with Extra Credit Union and any related fees provision or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms provisions of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will shall be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, unenforceable or unenforceablein conflict with the law of any jurisdiction, the validity, legality, or legality and enforceability of the remaining provisions shall not in no any way be affected or impaired thereby. impaired.
(D) The status of Publisher and Advertiser will be that of independent contractors, and neither of the parties nor their respective employees will be deemed employees or agents of the other party.
(E) Any attempt by Advertiser to resell, assign, transfer, or delegate Advertiser’s rights under this Agreement without Publisher’s prior written consent shall constitute a breach of this Agreement and shall be of no force or effect.
(F) This Agreement may be executed in any number of counterparts, electronically or via facsimile, each of which shall be an original, with the same effect as if the original signatures were upon the instrument.
(G) The provisions contained in this Agreement that by their context are intended to survive termination or expiration will survive, including without limitation,
(H) Advertiser shall provide cooperation and assistance to Publisher in executing duties under this Agreement, including, without limitation, executing any documents reasonably required by Publisher to perform Publisher’s or Advertiser’s obligations under this Agreement.
(I) Except as otherwise set forth herein, the parties do not intend to create rights for any person as a third party beneficiary of this Agreement.
(J) This Agreement, along with any properly executed and accepted Orders and Addenda, constitutes the entire Agreement agreement between you Advertiser and Publisher with respect to the credit union subject matter hereof, and supersedes all other proposals either oral or written communications, including but not limited to all prior agreements, between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellationsuch subject matter. These Terms & Conditions may not be amended, terminationwaived, or expiration modified by Advertiser, except in a writing signed by both Parties; provided, however, that any such writing must be signed by a representative of this Agreement. This Agreement and Publisher holding the EFT Disclosure and title of General Sales Manager or any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County successor or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionsuperior position.
Appears in 1 contract
Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. a. If any provision of this Agreement is held found to be unenforceable or invalid, illegal, that provision will be limited or unenforceable, eliminated to the validity, legality, or enforceability of the remaining provisions shall minimum extent necessary so that this Agreement will otherwise remain in no way be affected or impaired therebyfull force and effect and enforceable. This Agreement constitutes is not transferable or sublicensable by Customer. This Agreement may be assigned by Customer with ▇▇▇▇▇▇’s prior written consent, which shall not be unreasonably withheld. Curios may transfer and assign any of its rights and obligations under this Agreement without consent to a party which is capable of performing Curios’ obligations herein. This Agreement is the entire Agreement between you complete and exclusive statement of the credit union mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other proposals either oral or written between you understandings relating to the subject matter of this Agreement, and the credit union on this subjectthat all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement shall be binding upon governed by the successors and assignees laws of both the State of Texas without regard to its conflict of laws provisions. The undersigned individuals represent that they are fully authorized to execute this Agreement on behalf of the named parties. Obligations This Agreement may be executed in counterparts, and all such counterparts together shall constitute the entire Agreement of both the parties hereto. The Services shall be available 99%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from Customer’s non-payment or late payment of fees and charges, outages of third party connections or utilities, or other reasons beyond Curios’s control will also be excluded from any such calculation. If downtime exceeds 1% in any given month, Customer's sole and exclusive remedy, and ▇▇▇▇▇▇'s entire liability, in connection with respect Service availability shall be that for each period of downtime lasting longer than one hour, Curios will credit Customer 10% of maintenance and hosting fees incurred during the downtime period; provided that no more than one such credit will accrue per day. Downtime shall begin to confidential or private information accrue as soon as Customer (with notice to Curios) recognizes that downtime is taking place, and data pursuant continues until the availability of the Services is restored. In order to this Agreement remain receive downtime credit, Customer must notify Curios in effect writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall continue and survive cancellation, termination, not be cumulative. Curios will only apply a credit to the month in which the incident occurred. Curios’s blocking of data communications or expiration other Service in accordance with its policies (including for Customer’s non-payment of fees) shall not be deemed to be a failure of Curios to provide adequate service levels under this Agreement. This During the term of this Agreement and, in addition to Curios’s warranty or Maintenance obligations, if Software fails to operate in strict conformance with the Specifications, or if the following specified errors ("Error") occur, ▇▇▇▇▇▇ agrees to respond and perform as follows: Severity Level Severity Level Description Response Time for Response 2 SEVERE IMPACT: Problems disable major functions required to do productive work or Software is partially inoperative and is considered as severely restrictive by Customer. ● Acknowledgment ● Work around, temporary fix ● Final fix, update, or new release ● Communications ● Less than 4 hours ● Less than 4 days ● Less than 30 days ● Every 48 hours 3 DEGRADED OPERATIONS: Reported problems disabling specific non-essential functions; Error condition is not critical to continuing operation and/or Customer has determined a work-around for the EFT Disclosure Error condition. ● Acknowledgment ● Work around, temporary fix ● Final fix, update, or new release ● Communications ● Less than 48 hours ● Less than 10 days ● Less than 60 days ● Weekly 4 MINIMAL IMPACT: Any deviation from Specifications not otherwise included in a Severity 1, 2, or 3 category. ● Acknowledgment ● Work around, temporary fix ● Final Fix, update, or new release ● Communications ● Within 1 week ● N/A ● Next Maintenance release ● 30 day notice before new release
a. In the case of a FATAL or SEVERE IMPACT Error condition, Curios shall use its best efforts to acknowledge notification of such Error condition within the time frames indicated. ▇▇▇.▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
b. Curios shall correct any and all Errors in the Software in accordance with Error Severity Levels specified above. In addition, at any other account agreements/disclosures with Extra Credit Union are governed by federal laws time during the Error correction or technical support process, Customer may invoke the below listed escalation procedure:
i. ▇▇▇▇▇▇’s escalation process is to ensure that when a problem is not being resolved in a satisfactory manner, (i) both Customer and regulations, laws and regulations Curios have a common perception of the state nature and criticality of Michiganthe problem, (ii) the visibility of the problem is raised within ▇▇▇▇▇▇’s organization, and local clearinghouse rules and (iii) appropriate Curios resources are allocated toward solving the problem.
ii. The following escalation process may be amended from time invoked by Customer when an Error, defect, non-conformity or technical support issue has been reported to timeCurios, the Error substantially affects Customer's use of the Software, and Curios has not yet provided a patch or bypass around the Error.
iii. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall The escalation processes can be subject initiated by contacting the next higher management level within Curios’s organization. Such Curios designate will work with Customer's designated contact and management to bring a satisfactory solution to the jurisdiction situation. The effort will be focused on developing an action plan and coordinating whatever Curios resources are required to meet Customer's needs as rapidly as possible, within the policy stated above.
iv. During the period of the appropriate court action plan, regular status update communications will be established between Customer’s designate and ▇▇▇▇▇▇’s designate.
v. If an action plan cannot be agreed to, or if the action plan fails to provide a satisfactory solution within the time frame defined in Macomb County the action plan, the problem will be escalated to ▇▇▇▇▇▇’s highest management level.
c. If any FATAL or Federal District Court SEVERE IMPACT Software Error cannot be corrected by Curios within the indicated timeframes, Curios shall provide a credit, as liquidated damages and not a penalty, in the amount of Two Hundred per day or a portion thereof, that the FATAL or SEVERE IMPACT Error remains unresolved after the work around/temporary fix resolution period specified above. Such credit may be applied by Customer to any of ▇▇▇▇▇▇’s invoices.
d. In addition, if a FATAL Error remains unresolved twenty-four (24) hours after reporting thereof by Customer, or, if a SEVERE IMPACT Error remains unresolved ninety-six (96) hours after reporting by Customer, upon Customer's request, Curios shall provide a Software engineer at Customer's site(s), at no additional charge, to resolve the Software Error.
e. The Parties acknowledge that DEGRADED OPERATIONS and/or MINIMAL IMPACT Errors are generally less serious than FATAL or SEVERE IMPACT Errors. The Parties further acknowledge and agree that elongated resolution of such Errors can be detrimental to Customer's use of the Eastern District Software. Therefore, in the event that DEGRADED OPERATIONS Errors remain unresolved sixty (60) days after Customer's initial report of Michiganthe Error, or MINIMAL IMPACT Errors remain unresolved one hundred twenty (120) days after Customer's report of the Error, Curios shall issue a credit, as liquidated damages and not a penalty, in the amount of One Hundred dollars ($100.00) per day or a portion thereof, for each day beyond sixty (60) days for DEGRADED OPERATIONS Errors and/or one-hundred twenty (120) days for MINIMAL IMPACT Errors that the Error remains unresolved. You agree that you Such credit may be applied by Customer to any of ▇▇▇▇▇▇’s invoices.
f. Curios shall provide Customer with e-mail assistance related to operation of the Software, including questions about individual features or suspected malfunctions at ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. If a FATAL Error is reported after hours, or during the weekend, Curios shall begin workaround/temporary fix activities as soon as possible. Most of Curios’ basic features are free to use, or require a minimal incremental cost per use, while some of Curios’ “premium” features require a monthly subscription to a “business” or “enterprise” plan. Customer will be liable pay to us Curios the amounts due for any lossservice fees as outlined below. $399.00/Month - Marketplace “Business” Plan License, cost or other expenseswhich includes additional features, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms including:
1. Robust Reports and conditions set forth herein and as we may amend from time to timeAnalytics
2. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.Dedicated Phone Support
Appears in 1 contract
Sources: Software as a Service Agreement
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In addition the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy Limited, Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy Limited and/or Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to comply with and be bound by all terms and conditions pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of all applicable account agreements with the credit union and with all applicable law and regulationsContent.
16.3. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived No variation of any of our rights or remedies hereunder or under your Membership and Account Agreement these Terms will be effective unless such waiver is in writing and signed by Alamy and you.
16.4. No action of Alamy, other than an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate express written waiver, may be construed as a waiver of any Clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights or remediesfact does not mean that any other part is waived.
16.5. We may make amendments to this Agreement In the event of any inconsistency between the Terms and the EFT Disclosure and terms contained in any purchase order or other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be communication sent by sending you a notice via e-mail or regular mail sent to you, the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms Terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreementprevail.
16.6. If any provision of this Agreement is held to be invalidvoid or unenforceable in whole or in part, illegal, or unenforceable, this Agreement will continue in force in relation to the validity, legality, or enforceability unaffected provisions and the remainder of the remaining provisions shall provision in no way question.
16.7. Neither party will be affected liable to the other under or impaired therebyin connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. In the event Alamy retains an attorney or collection agency to collect any outstanding payment due by you, you agree to pay all collection costs, attorneys' fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest.
16.10. This Agreement constitutes the entire Agreement between you Agreement, its validity and the credit union effect, will be interpreted under and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal the laws of India and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the exclusive jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of MichiganIndian courts. You agree that you will be liable If Alamy is required to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur enforce its rights as a result of your failure any breach of these terms, whether legal proceedings are commenced or not, you agree to comply with indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto. The terms of Clause 5.3 will not preclude any liability or claim for death or bodily injury or any claim arising from willful default or gross negligence on the terms part of Alamy or any of its employees, agents or otherwise. Each provision of Clause 5.3 is to be construed as a separate limitation (applying and conditions set forth herein and as we may amend from time to time. You authorize us to deduct surviving even if for any loss, cost reason one or other expenses including reasonable attorney's fees for of such provisions is held to be inapplicable, unreasonable or unenforceable in any action we may take circumstances) and will remain in force notwithstanding the termination of this Agreement.
16.11. This Agreement will be binding upon and inure to enforce this the benefit of the parties hereto and their respective legal representatives, successors, and assigns.
16.12. This Agreement from any account you hold at supersedes all prior understandings both oral and written between the credit unionParties and constitutes the entire agreement between the Parties.
Appears in 1 contract
Sources: Alamy Licence Agreement
Miscellaneous Terms. In addition Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time-to-time Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. If there is any inconsistency between this Agreement and the Additional Terms and Conditions, you agree the Additional Terms and Conditions prevail to comply with the extent of the inconsistency. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that neither party’s employee or contractor is an employee of the other party. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be deemed to have waived construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of our rights or remedies hereunder or under your Membership and Account the Agreement unless such waiver is will be effective only if in writing and signed by an authorized representative Nearmap. Any rights not expressly granted herein are reserved. Severability If one or more of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held found to be invalid, illegal, illegal or unenforceableunenforceable in any respect, the validity, legality, or legality and enforceability of the remaining provisions shall terms will not be affected. Amendments Other than as expressly specified in no way this Agreement, this Agreement may only be affected varied with the written consent of Nearmap. Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or impaired therebypurport to assign its rights or obligations under this Agreement without the prior written consent of Nearmap. Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement constitutes the entire Agreement between you is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the credit union Licensee. Governing Law This Agreement is governed by and supersedes all other proposals either oral or written between you construed in accordance with the laws of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the credit union on Commonwealth of Australia. Precedence of Documents In the event of any inconsistencies between the terms of this subjectagreement, the Additional Terms and Conditions and the Quote, the following order of precedence applies, from highest to lowest: Additional Terms and Conditions; the Quote; any Product-Specific Terms, and this products agreement. This Agreement Joint and Several Liability If the Licensee consists of more than one person or entity, then each such person or entity shall be binding upon the successors jointly and assignees of both parties. Obligations of both parties severally liable with respect to confidential or private information and data pursuant its obligations to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of Nearmap under this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. In addition 32. The parties to this AgreementSettlement Agreement shall endeavor in good faith to resolve informally any differences regarding the interpretation of and compliance with this Settlement Agreement prior to bringing such matters to the Court for resolution. However, you agree in the event of a failure by Defendant ▇▇▇▇▇▇▇▇ County, whether willful or otherwise, to comply with and be bound perform in a timely manner any act required by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Settlement Agreement or in the event of any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We act violating any provision hereof, any party may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to within three years of the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms Effective Date of this Settlement Agreement move this Court to reopen the case and impose any remedy authorized by law or the EFT Disclosure equity, including, but not limited to, an order requiring performance or non-performance of certain acts and an award of any other account agreements/disclosures with Extra Credit Uniondamages, costs, and attorneys’ fees which may have been occasioned by non-actions or actions.
33. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree Failure of a party to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation insist upon strict performance of any provision of this Agreement. If Settlement Agreement shall not be deemed a waiver of the party’s rights or remedies or a waiver by the party of any provision default by another party in performance or compliance with any term of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired therebySettlement Agreement.
34. This Settlement Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral shall not be construed as an admission or written between you and the credit union on acknowledgment of liability by Defendant ▇▇▇▇▇▇▇▇ County.
35. Nothing in this subject. This Settlement Agreement shall be binding upon construed as a waiver of the successors County’s immunities under state and/or federal law.
36. This Settlement Agreement may be signed by the parties in several counterparts, each of which shall serve as an original as against any party who signed it, and assignees all of both partieswhich taken together shall constitute one and the same document.
37. Obligations Each signatory hereto further states that they have carefully read the within and foregoing Settlement Agreement and full and final release of both parties with respect claims and know and understand the contents thereof and that they execute the same as their own free act and deed.
38. Neither the County nor its attorneys make any representation as to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellationthe tax consequences, terminationif any, or expiration of the provisions of this Settlement Agreement. This Agreement Plaintiffs acknowledge and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you it will be liable the sole responsibility of Plaintiffs and/or their attorneys to us for pay any losstaxes due on the settlement amount, cost or other expenses, including reasonable attorney's fees, we incur if any; and that Plaintiffs specifically agree to hold the County harmless as a result of your failure to comply with the terms and conditions set forth herein and as we any tax liability that may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionresult.
Appears in 1 contract
Sources: Settlement Agreement
Miscellaneous Terms. In addition You warrant that you have obtained any authorization as may be required under applicable law to this Agreement, you permit your utilization of the Services. You and we hereby agree to comply with the terms of the Business Associate Agreement attached hereto as Exhibit A and be bound incorporated herein by all terms reference unless you and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to we have waived any of our rights or remedies hereunder or under your Membership and Account negotiated a separate Business Associate Agreement unless such waiver is in writing and signed by an authorized representative you and us. In the case of the credit union. Any delay or omission on our part in exercising any rights under this latter, the separate Business Associate Agreement or any other account agreement executed by you have with and us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and supersede the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Business Associate Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only attached hereto and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties control with respect to confidential or private information the use and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, terminationdisclosure of Protected Health Information we receive from you, or expiration create, maintain, transmit, or receive on behalf of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to timeyou. Except as otherwise provided in Section 14, if any disputes regarding this Agreement provision of these terms shall be subject unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under the Agreement. The Agreement will inure to the jurisdiction benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the appropriate court in Macomb County or Federal District Court other party with respect to any provision of the Eastern District Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of Michigan. You agree such party's right to assert or rely upon any such provision or right in that you or any other instance; rather, the same will be liable and remain in full force and effect. Except as otherwise provided in the first paragraph of this Section 18, the Agreement constitutes the entire agreement between you and us with respect to us for the subject matter of the Agreement and supersedes and replaces any lossother prior or contemporaneous agreements, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein applicable to the subject matter of the Agreement. The Agreement creates no third-party beneficiary rights. As used in this agreement, “we,” “our,” and “us” refer to National Electronic Attachment, Inc. together with its subsidiaries, doing business as we may amend from time Vyne Dental2, and its and their respective successors and assigns, and “you” and “your” refer to timethe individual or entity subscribing for the Services. You authorize us This Business Associate Agreement (this “Agreement”) is effective as of the latter of (a) first date you subscribe to deduct any loss, cost the Services or other expenses including reasonable attorney's fees (b) the date your terms and conditions for any action we may take to enforce this Agreement from any account you hold at the credit unionServices were last amended or revised (the “Effective Date”).
Appears in 1 contract
Sources: Terms and Conditions
Miscellaneous Terms. In addition Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time-to-time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Precedence of Documents This Agreement is comprised of: the Additional Terms and Conditions; the Quote; any Product-Specific Terms; and this products agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, you agree to comply with the document appearing higher in the list will have precedence. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that neither party’s employee or contractor is an employee of the other party. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. Waiver Neither party will be deemed to have waived any of our its rights under this Agreement by lapse of time or remedies hereunder by any statement or under your Membership and Account Agreement unless such waiver is in writing and signed representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. Severability If one or more of the credit unionterms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. Any delay or omission on our part Amendments Other than as expressly specified in exercising any this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or any other account agreement you have with us shall not operate as Affiliate of Nearmap, (ii) a waiver purchaser of such rights all or remedies. We may make amendments substantially all assets related to this Agreement and the EFT Disclosure and any Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made corporate reorganization in accordance with applicable law, including any notice requirementswhich Nearmap is participating. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent attempt to the address as it appears assign this Agreement in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms violation of this Agreement or the EFT Disclosure provision shall be void and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subjecteffect. This Agreement shall be binding upon bind and inure to the benefit of the parties and their respective successors and assignees of both partiespermitted assigns. Obligations of both Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the EFT Disclosure Licensee. Language The parties have expressly agreed that this Agreement and any other account all ancillary agreements/disclosures with Extra Credit Union are , documents or notices relating thereto be drafted solely in the English language. Les parties aux présentes ont expressément convenu que ce accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement. Governing Law This Agreement will be governed by federal and construed in accordance with the laws and regulations, laws and regulations of the state State of MichiganUtah applicable to agreements made and to be entirely performed within the State of Utah, and local clearinghouse rules and may be amended from time without resort to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction its conflict of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionlaw provisions.
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union union, and with all applicable law and regulations. We refer you to your Membership and Account account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement account agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any No delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, eBanking or Extra Credit Union eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of themDisclosure. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are is governed by federal laws and regulations, state laws and regulations of the state of Michiganregulations, and local clearinghouse rules and may be amended from time to time. Except , except as otherwise provided in Section 14N, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.
Appears in 1 contract
Sources: Ebanking and Ebill Pay Agreement
Miscellaneous Terms. In addition Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time to time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. If there is any inconsistency between this Agreement and the Additional Terms and Conditions, you agree the Additional Terms and Conditions prevail to comply with the extent of the inconsistency. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that neither party’s employee or contractor is an employee of the other party. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be deemed to have waived construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of our rights or remedies hereunder or under your Membership and Account the Agreement unless such waiver is will be effective only if in writing and signed by an authorized representative the party granting the waiver, and will be effective only to the extent specifically set out in that waiver. Any rights not expressly granted herein are reserved. Severability If one or more of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held found to be invalid, illegal, illegal or unenforceableunenforceable in any respect, the validity, legality, or legality and enforceability of the remaining provisions shall terms will not be affected. Amendments Other than as expressly specified in no way this Agreement, this Agreement may only be affected varied with the written consent of Nearmap and the Licensee. Assignment Except as provided below, neither party may assign or impaired therebyotherwise transfer or attempt to assign all or any party of this Agreement, without the Licensee’s consent, in connection with a merger, acquisition, corporate reorganisation, change of control or sale or disposition of substantially all of its assets (or any substantially similar transaction). Additionally, Nearmap may assign all or any part of this Agreement to its Related Companies and Subsidiaries without the Licensee’s consent. Entire Agreement The Agreement (including the terms of this Agreement): comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior written agreement connected with that subject matter. Governing Law This Agreement is governed by and construed in accordance with the laws of New Zealand, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand. Precedence of Documents In the event of any inconsistencies between the terms of this agreement, the Additional Terms and Conditions and the Quote, the following order of precedence applies, from highest to lowest: the Additional Term and Conditions; the Quote; any Product-Specific Terms; and this products agreement. This Agreement constitutes the entire Agreement between you Nearmap and the credit union and Licensee supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time attached to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionLicensee’s purchase order.
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. In addition to A waiver by a party of any breach of any term of this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall Agreement will not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate construed as a waiver of such rights any continuing or remediessucceeding breach. We may make amendments to this Agreement and the EFT Disclosure and Should any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms term of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, invalid or unenforceable, the validity, legality, or enforceability remaining terms will remain in effect. The parties acknowledge they have read this Agreement and agree that it is the complete and exclusive statement of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union agreement and supersedes all other proposals either oral any prior or written contemporaneous negotiations or agreements, between you and the credit union on this subject. This Agreement shall be binding upon parties relating to the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration subject matter of this Agreement. This Agreement may not be modified or rescinded except in writing signed by both parties. The prevailing party in any litigation is entitled to recover its attorney’s fees and costs from the EFT Disclosure other party. To the extent BMC Products include third party code: if (a) such third party code is provided for use with a Product, it may be used only with that Product unless otherwise provided for in the Documentation; and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations(b) the Documentation contains terms that pertain to such third party code, laws and regulations those terms govern the third party code in place of the state terms of Michigan, the applicable Order and local clearinghouse rules and may be amended from time this Agreement; except that the third party terms will not (i) negate or amend the rights granted by BMC to time. Except as otherwise provided Customer or the obligations undertaken by BMC in Section 14, any disputes regarding the applicable Order or this Agreement shall be subject with respect to the jurisdiction a Product; or (ii) impose any additional restrictions on Customer’s use of the appropriate court Product. In some circumstances, usually either for the convenience of its customers or in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure order to comply with the obligation to make source code available under specific license terms, BMC distributes to customers, without charge, products that are not governed by an Order or this Agreement. Such products are distributed separately from the BMC Products, are governed by the license terms that are included with them, and conditions set forth herein and as we may amend from time to timeare provided by BMC AS IS, WHERE IS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND EXCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce The parties have agreed that this Agreement from any account you hold at and the credit uniondocuments related thereto be drawn up in the English language. Les parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Appears in 1 contract
Sources: End User License Agreement
Miscellaneous Terms. In addition to this Agreement, you You and we hereby agree to comply with the terms of the Business Associate Agreement attached hereto as Exhibit A and be bound incorporated herein by all terms reference unless you and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to we have waived any of our rights or remedies hereunder or under your Membership and Account negotiated a separate Business Associate Agreement unless such waiver is in writing and signed by an authorized representative you and us. In the case of the credit union. Any delay or omission on our part in exercising any rights under this latter, the separate Business Associate Agreement or any other account agreement executed by you have with and us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and supersede the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Business Associate Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only attached hereto and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties control with respect to confidential or private information the use and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, terminationdisclosure of Protected Health Information we receive from you, or expiration create, maintain, transmit, or receive on behalf of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to timeyou. Except as otherwise provided in Section 14, if any disputes regarding provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Except as otherwise provided in the first paragraph of this Section 18, this Agreement shall be subject constitutes the entire agreement between you and us with respect to the jurisdiction subject matter of the appropriate court in Macomb County this Agreement and supersedes and replaces any other prior or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any losscontemporaneous agreements, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein applicable to the subject matter of this Agreement. This Agreement creates no third-party beneficiary rights. As used in this agreement, “we,” “our,” and “us” refer to National Electronic Attachment, Inc., its subsidiaries and affiliated entities and its and their respective successors and assigns, and “you” and “your” refer to the individual or entity subscribing for the Services. This Business Associate Agreement (this “Agreement”) is effective as we may amend from time of the latter of (a) first date you subscribe to time. You authorize us to deduct any loss, cost the Services or other expenses including reasonable attorney's fees (b) the date your terms and conditions for any action we may take to enforce this Agreement from any account you hold at the credit unionServices were last amended or revised (the “Effective Date”).
Appears in 1 contract
Sources: Terms and Conditions
Miscellaneous Terms. In addition 30.1 This Lease and the other agreements referenced herein contain the entire agreement between the parties regarding the subject matter set forth herein and may not be extended, renewed, restated, terminated or otherwise modified in any manner except by an instrument in writing executed by the parties hereto. All prior understandings and agreements between the parties and all prior working drafts of this Lease are merged in this Lease, which alone expresses the agreement of the parties. The parties agree that no inferences shall be drawn from matters deleted from any working drafts of this Lease.
30.2 No receipt of moneys by the Landlord from the Tenant after the termination or expiry of this Lease shall reinstate, continue or extend the Term, or affect any notice theretofore given to the Tenant, or affect or otherwise operate as a waiver of the right of the Landlord to enforce the payment of Principal Rent then due, or thereafter falling due, or operate as a waiver of the right of the Landlord to recover possession of the Premises by proper, action, proceeding or remedy. The acceptance of any cheque or payment bearing or accompanied by any endorsement, legend or statements shall not, of itself, constitute any change in or termination of this AgreementLease. The failure of the Landlord to enforce any agreement, you agree to comply with and be bound condition, covenant or term, by all terms and conditions reason of all applicable account agreements with its breach by the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We Tenant shall not be deemed to have waived void, waive or affect the right of the Landlord to enforce the same agreement, condition, covenant or term on the occasion of a subsequent default or breach. No surrender of the Premises by the Tenant (prior to any termination of our rights or remedies hereunder or under your Membership and Account Agreement this Lease) shall be valid unless such waiver is consented to in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of Landlord.
30.3 Notwithstanding any provision of this Agreement. If Lease or the provisions of any provision of this Agreement is held other existing agreement between the parties hereto to be invalid, illegal, or unenforceablethe contrary, the validityLandlord may publicly file, legalitydisclose, report or enforceability of publish any and all information related to this Lease (including the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes information provided to the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data Landlord pursuant to this Agreement remain clause) that may be reasonably interpreted as being required by US law.
30.4 The Landlord shall not be liable for any injury or damage to any property or to any person happening in effect and shall continue and survive cancellationon or about the Premises, terminationnor for any injury or damage to any property of the Tenant, or expiration of any other person or persons contained therein unless the same is caused by Landlord negligence or wilful misconduct. The Tenant agrees to look solely to the Landlord for recovery of any judgment in respect of the provisions of this AgreementLease from such Landlord and in no event shall the Tenant look to any other landlord, nor shall any landlord (or its partners, shareholders, members, managers, officers, directors or Affiliates) ever be personally liable for any such judgment.
30.5 The parties took equal part in drafting this Lease and no rule of construction that would cause any of the terms hereof to be construed against the drafter shall be applicable to the interpretation of this Lease.
30.6 Subject to the express terms of this Lease the Tenant hereby waives, to the fullest extent permitted by Applicable Law, any and all rights that it may now have or that at any time hereafter may be conferred upon it, by Applicable Law or otherwise, to modify, terminate, quit or surrender this Lease or to effect or claim any diminution or reduction of Rent payable by Tenant hereunder.
30.7 If the Landlord becomes concerned that any person who directly owns a controlling interest in or otherwise directly controls the Tenant is, (i) listed on the Specially Designated Nationals and Blocked persons List (the “SDN List”) maintained by the US Office of Foreign Assets Control (“OFAC”), US Department of the Treasury, and/or on any other similar list (“Other Lists” and, collectively with the SDN List, the “Lists”) maintained by the OFAC pursuant to any authorizing statute, US Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (ii) a person (a “Designated Person”) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. This Agreement 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”) then it shall provide the Tenant with as much information as it is able to do and the EFT Disclosure Tenant will if the information is verified then use all reasonable and any other account agreements/disclosures with Extra Credit Union are governed lawful endeavours to terminate said person’s employment by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply association with the terms Tenant.
30.8 Schedule 1 : Premises and conditions set forth herein Rights and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.Reservations
Part 1 : The Premises
Appears in 1 contract
Sources: Lease Agreement (Griffin-American Healthcare REIT II, Inc.)
Miscellaneous Terms. In addition Each person signing this Agreement represents that he has authority to this Agreementbind the party for which he signs. This Agreement may be executed in one or more counterparts, you agree to comply with and be bound by all terms and conditions each of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We which shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in an original. This writing and signed by an authorized representative contains the entire agreement of the credit unionparties. Any delay or omission on our part in exercising In the event of any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver conflict between the specific terms of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and terms of any such other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. Howeverprior agreement, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement govern. No supplement, modification or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision waiver of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding unless executed in writing by the party to be bound thereby. No representations other than those expressly set forth in this written agreement were made or relied upon the successors and assignees of both partiesby either party. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellationNo agent, terminationemployee, or expiration other representative of either party is empowered to alter any of the terms of this Agreement. This Agreement is binding on the parties and each of their successors and permitted assigns. Neither Party may assign this Agreement without the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations prior written consent of the state of Michiganother, said consent not to be unreasonably withheld. The validity, interpretation, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding performance of this Agreement shall be subject controlled by and construed under Nevada law. Venue for any legal action or mediation proceeding relating to or arising out of this Agreement shall be in C▇▇▇▇ County, Nevada. Nothing in this Agreement shall be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any rights or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever. This Agreement does not provide for a joint venture, partnership, agency or employment relationship between the parties, or any other relationship. Any failure of either party to enforce or require the strict performance of any contract provision shall not constitute a waiver of such provision or of any breach of such provision, nor in any way affect the right of such party to strictly enforce same. Any notice to be given under this Agreement shall be in writing and addressed to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold party at the credit unionaddress of its principal place of business (as stated below or at such other address as either party may hereafter designate in writing. Any such notice shall be deemed to have been duly given upon personal delivery or three (3) business days after being enclosed in a properly sealed and addressed envelope, if sent by registered or certified mail, and if deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.
Appears in 1 contract
Miscellaneous Terms. In addition to Time is of the essence in this Agreement, you agree . This Agreement may be executed in counterpart. Facsimile signatures are binding and are considered to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulationsoriginal signatures. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative No part of the credit union. Any delay or omission on our part Performance may consist of acts in exercising violation of any rights under this Agreement local laws, codes, statutes, ordinances, regulations, rules or any other account agreement you have with us shall not operate as a waiver of such rights or remediesrequirements including building and fire regulations. We If the Performer violates this section, the Client may make amendments to this Agreement immediately cancel the Performance and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, it is the validity, legality, or enforceability parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the remaining provisions shall of this Agreement will in no way be affected affected, impaired or impaired therebyinvalidated as a result. This Agreement constitutes contains the entire Agreement agreement between you the parties and cannot be changed except by written instrument subsequently executed by the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain Agreement. All negotiations and understandings have been included in effect and shall continue and survive cancellation, terminationthis Agreement. Statements or representations which may have been made to the Client by the Performer, or expiration to the Performer by the Client, in the negotiation stages of this Agreement may in some way be inconsistent with this final written contract. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein contained in this Agreement apply to and as we may amend from time are binding upon the Performer's successors, assigns, executors, administrators, beneficiaries, and representatives, and the Client's successors and assigns. The Performer specifically warrants and represents that all copyrighted material to timebe performed has been licensed or authorised by the copyright owners or their representatives. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees The Performer indemnifies the Client for any action we copyright infringement and any expenses that may take result from such copyright infringement during or as the result of the Performance. The Client will be responsible for providing suitable power and electricity for the Performance. It is the intent of the parties to enforce this Agreement from any account you hold that the Performer is an independent contractor and will control the manner and means of the Performance. The Client will control the scheduling of the Performance. The Performer is not an employee of the Client. The exclusive nature of this Agreement is limited to the duration of the Performance and it is expected that the Performer will enter other similar agreements with other clients. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the credit unionrespective addresses contained in this Agreement or as the parties may later designate in writing.
Appears in 1 contract
Sources: Performance Agreement
Miscellaneous Terms. In addition to this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union Credit Union, and with all applicable law and regulations. We refer you to your Membership and Membership/Account agreement Agreement that you received when you opened your account with us or that we later provided to you (use the most current version) for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Membership/Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit unionCredit Union. Any No delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. You represent that you have read and accepted the E-Signature Disclosure/Agreement, which allows us to provide you with statements, notices, other disclosures, as well as agreement and other documents requiring your signature electronically, and agree to comply with the E-Signature Disclosure and Agreement terms. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay Michigan First Online Banking and/or Michigan First Mobile after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit UnionDisclosure. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section Sections headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union Credit Union and supersedes all other proposals either oral or written between you and the credit union Credit Union on this subject. This Agreement shall be binding upon the successors and assignees assigns of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to and interpreted under the jurisdiction laws of the appropriate court in Macomb County or Federal District Court of the Eastern District State of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit union.
Appears in 1 contract
Sources: Mobile Banking Agreement
Miscellaneous Terms. In addition to Nearmap customer The Licensee agrees that Nearmap may identify the Licensee as a Nearmap customer in Nearmap business materials. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. If there is any inconsistency between this Agreement and the Additional Terms and Conditions, you agree the Additional Terms and Conditions prevail to comply with the extent of the inconsistency. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that no Nearmap employee or contractor will be an employee of the Licensee. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be deemed to have waived construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of our rights or remedies hereunder or under your Membership and Account the Agreement unless such waiver is will be effective only if in writing and signed by an authorized representative Nearmap. Any rights not expressly granted herein are reserved. Severability If one or more of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held found to be invalid, illegal, illegal or unenforceableunenforceable in any respect, the validity, legality, or legality and enforceability of the remaining provisions shall terms will not be affected. Amendments Other than as expressly specified in no way this Agreement, this Agreement may only be affected varied with the written consent of Nearmap. Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or impaired therebypurport to assign its rights or obligations under this Agreement without the prior written consent of Nearmap. Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement constitutes the entire Agreement between you is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subjectLicensee. Governing Law This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are is governed by federal and construed in accordance with the laws and regulationsof New South Wales, laws and regulations of the state of MichiganAustralia, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject each party irrevocably submits to the non-exclusive jurisdiction of the appropriate court in Macomb County or Federal District Court courts of New South Wales and the Eastern District Commonwealth of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionAustralia.
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In addition the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy Limited, Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy Limited and/or Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to comply with and be bound by all terms and conditions pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of all applicable account agreements with the credit union and with all applicable law and regulationsContent.
16.3. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived No variation of any of our rights or remedies hereunder or under your Membership and Account Agreement these Terms will be effective unless such waiver is in writing and signed by Alamy and you.
16.4. No action of Alamy, other than an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate express written waiver, may be construed as a waiver of any Clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights or remediesfact does not mean that any other part is waived.
16.5. We may make amendments to this Agreement In the event of any inconsistency between the Terms and the EFT Disclosure and terms contained in any purchase order or other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be communication sent by sending you a notice via e-mail or regular mail sent to you, the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms Terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreementprevail.
16.6. If any provision of this Agreement is held to be invalidvoid or unenforceable in whole or in part, illegal, or unenforceable, this Agreement will continue in force in relation to the validity, legality, or enforceability unaffected provisions and the remainder of the remaining provisions shall provision in no way question.
16.7. Neither party will be affected liable to the other under or impaired therebyin connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. In the event Alamy retains an attorney or collection agency to collect any outstanding payment due by you, you agree to pay all collection costs, attorneys' fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest.
16.10. This Agreement constitutes the entire Agreement between you Agreement, its validity and the credit union effect, will be interpreted under and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal the laws of Australia and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the exclusive jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of MichiganAustralian courts. You agree that you will be liable If Alamy is required to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur enforce its rights as a result of your failure any breach of these terms, whether legal proceedings are commenced or not, you agree to comply with indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
16.11. This Agreement will be binding upon and inure to the terms benefit of the parties hereto and conditions set forth herein their respective legal representatives, successors, and as we may amend from time to timeassigns.
16.12. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this This Agreement from any account you hold at supersedes all prior understandings both oral and written between the credit unionParties and constitutes the entire agreement between the Parties.
Appears in 1 contract
Sources: Licence Agreement
Miscellaneous Terms. In addition to Nearmap customer The Licensee agrees that Nearmap may identify the Licensee as a Nearmap customer in Nearmap business materials. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Precedence of Documents This Agreement is comprised of: the Quote; the Additional Terms and Conditions; and this agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, you agree to comply with the document appearing higher in the list will have precedence. Independent Contractors The parties are independent contractors and be bound by will so represent themselves in all terms and conditions regards. Neither party is the agent of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your accountother, and any revisions to such agreements and disclosures as neither may occurmake commitments on the other’s behalf. We shall The parties agree that no Nearmap employee or contractor will be an employee of the Licensee. Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. Waiver Neither party will be deemed to have waived any of our its rights under this Agreement by lapse of time or remedies hereunder by any statement or under your Membership and Account Agreement unless such waiver is in writing and signed representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. Severability If one or more of the credit unionterms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. Any delay or omission on our part Amendments Other than as expressly specified in exercising any this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or any other account agreement you have with us shall not operate as Affiliate of Nearmap, (ii) a waiver purchaser of such rights all or remedies. We may make amendments substantially all assets related to this Agreement and the EFT Disclosure and any Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made corporate reorganization in accordance with applicable law, including any notice requirementswhich Nearmap is participating. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent attempt to the address as it appears assign this Agreement in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms violation of this Agreement or the EFT Disclosure provision shall be void and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subjecteffect. This Agreement shall be binding upon bind and inure to the benefit of the parties and their respective successors and assignees of both partiespermitted assigns. Obligations of both Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration the subject matter of this Agreement; and supersedes any prior agreement or understanding on anything connected with that subject matter. Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are Licensee. Governing Law This Agreement will be governed by federal and construed in accordance with the laws and regulations, laws and regulations of the state State of MichiganUtah applicable to agreements made and to be entirely performed within the State of Utah, and local clearinghouse rules and may be amended from time without resort to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction its conflict of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you hold at the credit unionlaw provisions.
Appears in 1 contract
Sources: Products Agreement
Miscellaneous Terms. In addition to A waiver by a party of any breach of any term of this Agreement, you agree to comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall Agreement will not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate construed as a waiver of such rights any continuing or remediessucceeding breach. We may make amendments to this Agreement and the EFT Disclosure and Should any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms term of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, invalid or unenforceable, the validity, legality, or enforceability remaining terms will remain in effect. The parties acknowledge they have read this Agreement and agree that it is the complete and exclusive statement of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union agreement and supersedes all other proposals either oral any prior or written contemporaneous negotiations or agreements, between you and the credit union on this subject. This Agreement shall be binding upon parties relating to the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, termination, or expiration subject matter of this Agreement. This Agreement may not be modified or rescinded except in writing signed by both parties. The prevailing party in any litigation is entitled to recover its attorney’s fees and costs from the EFT Disclosure other party. To the extent BMC Products include third party code: if (a) such third party code is provided for use with a Product, it may be used only with that Product unless otherwise provided for in the Documentation; and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations(b) the Documentation contains terms that pertain to such third party code, laws and regulations those terms govern the third party code in place of the state terms of Michigan, the applicable Order and local clearinghouse rules and may be amended from time this Agreement; except that the third party terms will not (i) negate or amend the rights granted by BMC to time. Except as otherwise provided Customer or the obligations undertaken by BMC in Section 14, any disputes regarding the applicable Order or this Agreement shall be subject with respect to the jurisdiction a Product; or (ii) impose any additional restrictions on Customer’s use of the appropriate court Product. In some circumstances, usually either for the convenience of its customers or in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure order to comply with the obligation to make source code available under specific license terms, BMC distributes to customers, without charge, products that are not governed by an Order or this Agreement. Such products are distributed separately from the BMC Products, are governed by the license terms that are included with them, and conditions set forth herein and as we may amend from time to timeare provided by BMC AS IS, WHERE IS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND EXCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce The parties have agreed that this Agreement from any account you hold at and the credit uniondocuments related thereto be drawn up in the English language. Les parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. Customer agrees that BMC and its affiliates may refer to Customer as a customer of BMC, both internally and in externally published media.
Appears in 1 contract
Sources: End User License Agreement
Miscellaneous Terms. In addition You warrant that you have obtained any authorization as may be required under applicable law to this Agreement, you permit your utilization of the Services. You and we hereby agree to comply with the terms of the Business Associate Agreement attached hereto as Exhibit A and be bound incorporated herein by all terms reference unless you and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to we have waived any of our rights or remedies hereunder or under your Membership and Account negotiated a separate Business Associate Agreement unless such waiver is in writing and signed by an authorized representative you and us. In the case of the credit union. Any delay or omission on our part in exercising any rights under this latter, the separate Business Associate Agreement or any other account agreement executed by you have with and us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and supersede the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this the Business Associate Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only attached hereto and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties control with respect to confidential or private information the use and data pursuant to this Agreement remain in effect and shall continue and survive cancellation, terminationdisclosure of Protected Health Information we receive from you, or expiration create, maintain, transmit, or receive on behalf of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may be amended from time to timeyou. Except as otherwise provided in Section 1416, if any disputes regarding provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under the Agreement. The Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of the Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. The relationship between you and us is that of independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. Our rights hereunder which by their nature would continue beyond the termination of this Agreement or expiration shall be subject survive. This includes, by way of example but not limitation, your obligations, and our rights, regarding fees and payment, proprietary rights and licenses, disclaimers, indemnification, and limitation of liability Except as otherwise provided in the first paragraph of this Section 20, the Agreement constitutes the entire agreement between you and us with respect to the jurisdiction subject matter of the appropriate court in Macomb County Agreement and supersedes and replaces any other prior or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any losscontemporaneous agreements, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein applicable to the subject matter of the Agreement. The Agreement creates no third-party beneficiary rights. As used in this agreement, “we,” “our,” and “us” refer to National Electronic Attachment, Inc. together with its subsidiaries, doing business as we may amend from time Vyne Dental2, and its and their respective successors and assigns, and “you” and “your” refer to timethe individual or entity subscribing for the Services. You authorize us This Business Associate Agreement (this “Agreement”) is effective as of the latter of (a) first date you subscribe to deduct any loss, cost the Services or other expenses including reasonable attorney's fees (b) the date your terms and conditions for any action we may take to enforce this Agreement from any account you hold at the credit unionServices were last amended or revised (the “Effective Date”).
Appears in 1 contract
Sources: Terms and Conditions
Miscellaneous Terms. In addition You warrant that you have obtained any authorization as may be required under applicable law to this Agreement, you permit your utilization of the Services. You and we hereby agree to comply the terms of the Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference unless you and we have negotiated a separate Business Associate Agreement signed by you and us. In the case of the latter, the separate Business Associate Agreement executed by you and us shall supersede the terms of the Business Associate Agreement attached hereto and shall control with respect to the use and disclosure of Protected Health Information we receive from you, or create, maintain, transmit, or receive on behalf of you. Except as otherwise provided expressly herein, if any provision of these terms shall be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement unlawful, void, or for any reason unenforceable, then that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We provision shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by an authorized representative of the credit union. Any delay or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read severable from these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning validity and enforceability of any remaining provisions. We may assign our rights and obligations under the Agreement. The Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or have any bearing on enforce the interpretation strict performance of the other party with respect to any provision of the Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. The relationship between you and us is that of independent contractors and this AgreementAgreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. If any provision Our rights hereunder which by their nature would continue beyond the termination of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions expiration shall in no way be affected or impaired therebysurvive. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees includes, by way of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement remain in effect and shall continue and survive cancellationexample but not limitation, termination, or expiration of this Agreement. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michiganyour obligations, and local clearinghouse rules our rights, regarding fees and may be amended from time to time. payment, proprietary rights and licenses, disclaimers, indemnification, and limitation of liability Except as otherwise provided in the first paragraph of this Section 1424, any disputes regarding this the Agreement shall be subject constitutes the entire agreement between you and us with respect to the jurisdiction subject matter of the appropriate court in Macomb County Agreement and supersedes and replaces any other prior or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any losscontemporaneous agreements, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein applicable to the subject matter of the Agreement. The Agreement creates no third-party beneficiary rights. As used in this agreement, “we,” “our,” and “us” refer to National Electronic Attachment, Inc. together with its subsidiaries, doing business as we may amend from time Vyne Dental2, and its and their respective successors and assigns, and “you” and “your” refer to timethe individual or entity subscribing for the Services. You authorize us This Business Associate Agreement (this “Agreement”) is effective as of the latter of (a) first date you subscribe to deduct any loss, cost the Services or other expenses including reasonable attorney's fees (b) the date your terms and conditions for any action we may take to enforce this Agreement from any account you hold at the credit unionServices were last amended or revised (the “Effective Date”).
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Sources: Terms and Conditions
Miscellaneous Terms. In addition PNT is not liable for its failure to perform any of its obligations under this Agreement during any period in which performance is delayed by Customer or circumstances beyond PNT's reasonable control. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Customer will receive system notifications from PNT and its licensors, if applicable (i.e. planned downtime notices, etc). This Agreement, including any Exhibits and Orders constitutes the entire agreement between Customer and PNT and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement. There are no third party beneficiaries to this Agreement, you agree ; Customer is not entering into a contractual relationship with PNT’s licensors and PNT’s licensors have no liability to comply with and Customer. No modification or waiver of any provision hereof will be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to your account, and any revisions to such agreements and disclosures as may occur. We shall not be deemed to have waived any of our rights or remedies hereunder or under your Membership and Account Agreement effective unless such waiver is made in a writing and signed by an authorized representative of the credit unionboth PNT and Customer. Any delay Customer may not assign or omission on our part in exercising any rights under this Agreement or any other account agreement you have with us shall not operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. However, any amendments will be made in accordance with applicable law, including any notice requirements. Any required or voluntary notice will be sent by sending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of transfer this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit UnionServices to a third party, whether by merger or otherwise. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will be deemed as acceptance of them. Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement. If Should any provision of this Agreement is held to be invalid, illegal, invalid or unenforceable, the validity, legality, or enforceability remainder of the remaining provisions shall will remain in no way be affected effect. Any additional or impaired therebyconflicting terms of any Customer purchase order are rejected by PNT and do not apply. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals If any action is brought by either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant party to this Agreement remain against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in effect addition to any other relief granted, reasonable attorney fees and shall continue and survive cancellationexpenses of litigation. You acknowledge that, termination, or expiration in the event of your breach of this Agreement, PNT will not have an adequate remedy in money or damages. This Agreement and the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the state of Michigan, and local clearinghouse rules and may PNT shall therefore be amended from time entitled to time. Except as otherwise provided in Section 14, any disputes regarding this Agreement shall be subject to the jurisdiction of the appropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. You agree that you will be liable to us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any loss, cost or other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement obtain an injunction against such breach from any account you hold at the credit unioncourt of competent jurisdiction immediately upon request. PNT’s right to obtain injunctive relief shall not limit its right to seek further remedies.
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