Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate with respect to its subject matter. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.
Appears in 3 contracts
Samples: Participation Agreement, Participation Agreement, Participation Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate the Parties with respect to its subject matter. This Addendum is incorporated into the Participation AgreementDURSA. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate Parties to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate The Parties agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them the Parties to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associatethe Parties. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate Parties and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assignedany Party without express written consent of all other Parties. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business AssociateParties. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM The Parties hereby cause this Addendum to be signed by their duly authorized representative as of the date(s) below. Participant #1 Participant #2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUMOrganization: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.Organization: Signature of Authorized Representative: Signature of Authorized Representative: Printed Name: Printed Name: Title: Title: Date: Date:
Appears in 3 contracts
Samples: ehealthexchange.org, ehealthexchange.org, ehealthexchange.org
Miscellaneous Terms. This Addendum supersedes In addition to this Agreement, you agree to comply with and be bound by all prior understandings 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, written any amendments will be made in accordance with applicable law, including any notice requirements. Any required or oralvoluntary 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, between Participant 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 Business Associate any other account agreements/disclosures with respect Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to its subject matterall the terms and conditions. This Addendum is incorporated into Whether or not you actually read these terms and conditions, your use of the Participation Agreementsite will be deemed as acceptance of them. The section titles used in this Addendum Section headings are provided for convenience convenient reference only and are shall not intended to affect the meaning or have any bearing on the interpretation of any provisionprovision of this Agreement. Any ambiguity 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 Addendum subject. This Agreement shall be resolved 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 favor effect and shall continue and survive cancellation, termination, or expiration of a meaning that permits the Participant this Agreement. This Agreement and the Business Associate 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 Applicable Lawthe terms and conditions set forth herein and as we may amend from time to time. Any and all references in this Addendum You authorize us to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changesdeduct any loss, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document cost or other electronic image of expenses including reasonable attorney's fees for any action we may take to enforce this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use Agreement from any account you hold at the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSAcredit union.
Appears in 2 contracts
Samples: Extra Credit Union, Extra Credit Union
Miscellaneous Terms. 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, the Additional Terms and Conditions prevail to the extent of the inconsistency. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. 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 Addendum Agreement will not be construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of the Agreement will be effective only if in writing and signed by Nearmap. Any rights not expressly granted herein are reserved. Severability If one or more of the terms 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. Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap. Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or purport 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 all any prior understandings and agreements, written agreement or oral, between Participant and Business Associate understanding on anything connected with respect to its that subject matter. Counterparts This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor Agreement may consist of a meaning that permits number of counterparts and if so, the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered counterparts taken together will constitute one and the same documentinstrument. Facsimile This Agreement is not binding on any party unless one or email transmission more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee. Governing Law This Agreement is governed by and construed in accordance with the laws of a signed photocopyNew South Wales, facsimile document or other electronic image Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia. Precedence of Documents In the event of any inconsistencies between the terms of this Addendum will be deemed delivery agreement, the Additional Terms and Conditions and the Quote, the following order of an originalprecedence applies, from highest to lowest: Additional Terms and Conditions; the Quote; any Product-Specific Terms, and this products agreement. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies Agreement between Nearmap and the Licensee supersedes all terms and conditions attached to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSALicensee’s purchase order.
Appears in 2 contracts
Samples: Products Agreement, Products Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate with respect to its subject matter. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. Participant and Business Associate hereby cause this Addendum to be signed by their duly authorized representative as of the date(s) below. Participant Signature: Name: Title: Date: Business Associate Signature: Name: Title: Date: ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.
Appears in 1 contract
Samples: Participation Agreement
Miscellaneous Terms. 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 Addendum 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, the document appearing higher in the list will have precedence. This Agreement between Nearmap and the Licensee supersedes all prior understandings terms and agreementsconditions 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 the other, written and neither may make commitments on the other’s behalf. The parties agree that neither party’s employee or oral, contractor is an employee of the other party. Construction The parties agree that the terms of this Agreement result from negotiations between Participant and Business Associate with respect to its subject matterthem. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are Agreement will not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved construed in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Lawor against either party by reason for authorship. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum Waiver Neither party will be deemed to incorporate such changes have waived any of its rights under this Agreement by lapse of time or by any statement or 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 terms 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. Amendments Other than as necessary for them to operate expressly specified in compliance with the amended or modified requirements of Applicable Law. Otherwisethis Agreement, this Addendum Agreement may only be amended 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 written instrument signed by both Participant 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 Business Associateof no effect. Nothing in this Addendum is This Agreement shall bind and inure to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate benefit of the parties and their respective successors and permitted assigns. Entire Agreement This Addendum may not be assigned by either Participant or Business Associate unless Agreement: comprises the entire Participation 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 is assigned. The unenforceability may consist of any provision in this Addendum will not affect a number of counterparts and if so, the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered counterparts taken together will constitute one and the same documentinstrument. Facsimile This Agreement is not binding on any party unless one or email transmission of a signed photocopymore counterparts have been duly executed by, facsimile or on behalf of, Nearmap and the Licensee. Language The parties have expressly agreed that this Agreement and all ancillary agreements, 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 or other electronic image of this Addendum ou avis y afférent soient rédigés en anglais seulement. Governing Law This Agreement will be deemed delivery governed by and construed in accordance with the laws of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies the State where the Licensee is carrying on business (without giving effect to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hubconflicts of laws provisions thereof). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.
Appears in 1 contract
Samples: Products Agreement
Miscellaneous Terms. This Addendum addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate the Parties with respect to its subject matter. This Addendum is incorporated into the Participation HIETexas State-Level Trust Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate Parties to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate The Parties agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them the Parties to operate operation in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate Parties and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assignedany Party without express written consent of all other Parties. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing and signed by both the Participant and Business AssociateParties. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM The Parties hereby cause this Addendum to be signed by their duly authorized representative as of the date(s) below. Participant #1 Participant #2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUMOrganization: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.Signature of Authorized Representative: Organization: Signature of Authorized Representative: Printed Name: Title: Date: Printed Name: Title: Date: Attachment 6 – Validation Plan
Appears in 1 contract
Samples: Health Information Exchange
Miscellaneous Terms. This Addendum supersedes all prior understandings You and agreements, written or oral, between Participant and we hereby agree to 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 its subject matterthe 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 in Section 14, if any 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 Addendum is incorporated into Agreement will inure to the Participation 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 constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. The section titles This Agreement creates no third-party beneficiary rights. Exhibit A BUSINESS ASSOCIATE AGREEMENT PLEASE CAREFULLY READ THE FOLLOWING. BY YOUR USE OF SERVICES PROVIDED BY NATIONAL ELECTRONIC ATTACHMENT, INC. YOU AGREE TO THE TERMS OF THIS BUSINESS ASSOCIATE AGREEMENT As used in this Addendum are provided for convenience only agreement, “we,” “our,” and are not intended “us” refer to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant National Electronic Attachment, Inc., its subsidiaries and the Business Associate to comply with Applicable Law. Any affiliated entities and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate its and their respective successors and assigns, and “you” and “your” refer to the individual or entity subscribing for the Services. This Addendum may not be assigned by either Participant or Business Associate unless Agreement (this “Agreement”) is effective as of the entire Participation Agreement is assigned. The unenforceability latter of any provision in this Addendum will not affect (a) first date you subscribe to the enforceability of any other provision. The waiver of any right Services or obligation under this Addendum will not be deemed to be a continuing waiver (b) the date your terms and conditions for the Services were last amended or revised (the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub“Effective Date”). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.
Appears in 1 contract
Samples: Business Associate Agreement
Miscellaneous Terms. 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, the Additional Terms and Conditions prevail to the extent of the inconsistency. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. 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 Addendum Agreement will not be construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of the Agreement will be effective only if in writing and signed by Nearmap. Any rights not expressly granted herein are reserved. Severability If one or more of the terms 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. Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap. Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or purport 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 all any prior understandings and agreements, written agreement or oral, between Participant and Business Associate understanding on anything connected with respect to its that subject matter. Counterparts This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor Agreement may consist of a meaning that permits number of counterparts and if so the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered counterparts taken together will constitute one and the same documentinstrument. Facsimile This Agreement is not binding on any party unless one or email transmission more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee. Governing Law This Agreement is governed by and construed in accordance with the laws of a signed photocopyNew South Wales, facsimile document or other electronic image Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia. Precedence of Documents In the event of any inconsistencies between the terms of this Addendum will agreement, 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. Joint and Several Liability If the Licensee consists of more than one person or entity, then each such person or entity shall be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies jointly and severally liable with respect to a Participant that wishes its obligations to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSANearmap under this Agreement.
Appears in 1 contract
Samples: Products Agreement
Miscellaneous Terms. This Addendum Agreement constitutes the sole and entire agreement of HSCG and me with respect to the subject matter contained herein and supersedes all prior understandings and contemporaneous understandings, agreements, representations, and warranties, both written or and oral, between Participant and Business Associate with respect to its such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Addendum Agreement is incorporated into binding on and shall inure to the Participation Agreement. The section titles used in this Addendum are provided for convenience only benefit of HSCG and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant me and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changesour respective heirs, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not All matters arising out of or relating to this Agreement shall be assigned governed by either Participant and construed in Publication/Revision Information: Version 1, October 2018 -- 1 of 2 -- Release of Liability, AssUmption of Risk, and Indemnification Agreement accordance with the internal laws of the State of New York without giving effect to any choice or Business Associate unless conflict of laws provision or rule (whether of the entire Participation Agreement is assigned. The unenforceability State of any provision in this Addendum will not affect the enforceability of New York or any other provisionjurisdiction). The waiver Any claim or cause of any right or obligation action arising under this Addendum will not Agreement may be deemed brought only in the federal or state courts located in New York and I hereby consent to be a continuing waiver the exclusive jurisdiction of such courts. BY SIGNING, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNIFICATION AGREEMENT AND THAT I AM VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE HSCG. Signed: Printed Name: Address: Date: I am the parent or legal guardian of the waiver minor named above. I have the legal right to consent to and, by signing below, I hereby do consent to the terms and conditions of another right or obligationthis Release of Liability, Assumption of Risk, and Indemnification Agreement. All waivers Signed: Printed Name: Address: Date: This form must be signed and returned to the HSCG prior to participating in writing any seminar or class at the HSCG annual conference for which the release is required. Mail signed by both the Participant hard-copy (paper) to: HSCG, 000 Xxxx Xx, Xxxxx X, Xxxxxxxx Xxxxxxx, XX 00000 OR scan or photograph signed copy and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUMto: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.xxxxxxxxxx@xxxxxxxxx.xxx
Appears in 1 contract
Samples: Indemnification Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate with respect to its subject matter. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation A waiver by a party of any provision. Any ambiguity in breach of any term of this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum Agreement will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to not be construed as conferring a waiver of any rightcontinuing or succeeding breach. Should any term of this Agreement be invalid or unenforceable, remedy the 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 agreement and supersedes any prior or claim on any person contemporaneous negotiations or entity other than agreements, between the Participant and Business Associate and their respective successors and assignsparties relating to the subject matter of this Agreement. This Addendum Agreement may not be assigned by either Participant modified or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be 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 Participant and Business Associateother party. This Addendum 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 executed used only with that Product unless otherwise provided for in counterpartsthe Documentation; and (b) the Documentation contains terms that pertain to such third party code, which when considered together those terms govern the third party code in place of the terms of the applicable Order and this Agreement; except that the third party terms will constitute one not (i) negate or amend the rights granted by BMC to Customer or the obligations undertaken by BMC in the applicable Order or this Agreement with respect to a Product; or (ii) impose any additional restrictions on Customer’s use of the Product. In some circumstances, usually either for the convenience of its customers or in 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 are 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. The parties have agreed that this Agreement and the same documentdocuments related thereto be drawn up in the English language. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSALes parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Appears in 1 contract
Samples: End User License Agreement
Miscellaneous Terms. 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, the Additional Terms and Conditions prevail to the extent of the inconsistency. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. 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 Addendum supersedes Agreement will not be construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of the Agreement will be effective only if in writing and signed by 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 terms 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. Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. Assignment Except as provided below, neither party may assign or otherwise transfer or attempt to assign all prior understandings and agreementsor any party of this Agreement, written without the Licensee’s consent, in connection with a merger, acquisition, corporate reorganisation, change of control or oralsale or disposition of substantially all of its assets (or any substantially similar transaction). Additionally, between Participant and Business Associate with respect 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 Addendum Agreement is incorporated into governed by and construed in accordance with the Participation Agreementlaws of New Zealand, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand. The section titles used in this Addendum are provided for convenience only and are not intended to affect Precedence of Documents In the interpretation event of any provision. Any ambiguity in inconsistencies between the terms of this Addendum shall be resolved in favor of a meaning that permits agreement, the Participant Additional Terms and Conditions and the Business Associate Quote, the following order of precedence applies, from highest to comply with Applicable Law. Any lowest: the Additional Term and all references in Conditions; the Quote; any Product-Specific Terms; and this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assignsproducts agreement. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one between Nearmap and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies Licensee supersedes all terms and conditions attached to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSALicensee’s purchase order.
Appears in 1 contract
Samples: Zealand Products Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate with respect to its subject matter. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation A waiver by a party of any provision. Any ambiguity in breach of any term of this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum Agreement will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to not be construed as conferring a waiver of any rightcontinuing or succeeding breach. Should any term of this Agreement be invalid or unenforceable, remedy the 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 agreement and supersedes any prior or claim on any person contemporaneous negotiations or entity other than agreements, between the Participant and Business Associate and their respective successors and assignsparties relating to the subject matter of this Agreement. This Addendum Agreement may not be assigned by either Participant modified or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be 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 Participant and Business Associateother party. This Addendum 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 executed used only with that Product unless otherwise provided for in counterpartsthe Documentation; and (b) the Documentation contains terms that pertain to such third party code, which when considered together those terms govern the third party code in place of the terms of the applicable Order and this Agreement; except that the third party terms will constitute one not (i) negate or amend the rights granted by BMC to Customer or the obligations undertaken by BMC in the applicable Order or this Agreement with respect to a Product; or (ii) impose any additional restrictions on Customer’s use of the Product. In some circumstances, usually either for the convenience of its customers or in 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 are 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. The parties have agreed that this Agreement and the same documentdocuments related thereto be drawn up in the English language. Facsimile or email transmission 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 a signed photocopyBMC, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSAboth internally and in externally published media.
Appears in 1 contract
Samples: End User License Agreement
Miscellaneous Terms. This Addendum Agreement constitutes the sole and entire agreement of HSCG and me with respect to the subject matter contained herein and supersedes all prior understandings and contemporaneous understandings, agreements, representations, and warranties, both written or and oral, between Participant and Business Associate with respect to its such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Addendum Agreement is incorporated into binding on and shall inure to the Participation Agreement. The section titles used in this Addendum are provided for convenience only benefit of HSCG and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant me and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changesour respective heirs, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not All matters arising out of or relating to this Agreement shall be assigned governed by either Participant and construed in Publication/Revision Information: Version 1, October 2018 -- 1 of 2 -- Release of Liability, Assumption of Risk, and Indemnification Agreement accordance with the internal laws of the State of New York without giving effect to any choice or Business Associate unless conflict of laws provision or rule (whether of the entire Participation Agreement is assigned. The unenforceability State of any provision in this Addendum will not affect the enforceability of New York or any other provisionjurisdiction). The waiver Any claim or cause of any right or obligation action arising under this Addendum will not Agreement may be deemed brought only in the federal or state courts located in New York and I hereby consent to be a continuing waiver the exclusive jurisdiction of such courts. BY SIGNING, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNIFICATION AGREEMENT AND THAT I AM VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO XXX HSCG. Signed: Printed Name: Address: Date: I am the parent or legal guardian of the waiver minor named above. I have the legal right to consent to and, by signing below, I hereby do consent to the terms and conditions of another right or obligationthis Release of Liability, Assumption of Risk, and Indemnification Agreement. All waivers Signed: Printed Name: Address: Date: This form must be signed and returned to the HSCG prior to participating in writing any seminar or class at the HSCG annual conference for which the release is required. Mail signed by both the Participant hard-copy (paper) to: HSCG, 000 Xxxx Xx, Xxxxx X, Xxxxxxxx Xxxxxxx, XX 00000 OR scan or photograph signed copy and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUMto: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.xxxxxxxxxx@xxxxxxxxx.xxx
Appears in 1 contract
Samples: Indemnification Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate the Parties with respect to its subject matter. This Addendum is incorporated into the Participation AgreementDURSA. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate Parties to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate The Parties agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them the Parties to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associatethe Parties. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate Parties and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assignedany Party without express written consent of all other Parties. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business AssociateParties. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM The Parties hereby cause this Addendum to be signed by their duly authorized representative as of the date(s) below. Participant #1 Participant #2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUMOrganization: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.Organization: Signature of Authorized Representative: Signature of Authorized Representative: Printed Name: Printed Name: Title: Title: Date: Date: 1950579v28 Data Use and Reciprocal Support Agreement
Appears in 1 contract
Samples: Joinder Agreement
Miscellaneous Terms. 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, the Additional Terms and Conditions prevail to the extent of the inconsistency. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. 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 Addendum Agreement will not be construed in favour of or against either party by reason for authorship. Waiver Any waiver of any terms of the Agreement will be effective only if in writing and signed by Nearmap. Any rights not expressly granted herein are reserved. Severability If one or more of the terms 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. Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap. Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or purport 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 all any prior understandings and agreements, written agreement or oral, between Participant and Business Associate understanding on anything connected with respect to its that subject matter. Counterparts This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor Agreement may consist of a meaning that permits number of counterparts and if so the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered counterparts taken together will constitute one and the same documentinstrument. Facsimile This Agreement is not binding on any party unless one or email transmission more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee. Governing Law This Agreement is governed by and construed in accordance with the laws of a signed photocopyNew South Wales, facsimile document or other electronic image Australia, and each party irrevocably submits to the non-exclusive jurisdiction of this Addendum will be deemed delivery the courts of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use New South Wales and the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSACommonwealth of Australia.
Appears in 1 contract
Samples: Products Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate with respect to its subject matter. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA. eHealth Exchange Responsibilities.
Appears in 1 contract
Samples: Participation Agreement
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between Participant and Business Associate the Parties with respect to its subject matter. This Addendum is incorporated into the Participation AgreementDURSA. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits the Participant and the Business Associate Parties to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate The Parties agree that if Applicable Law changes, this Addendum will be deemed to incorporate such changes as necessary for them the Parties to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associatethe Parties. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate Parties and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assignedany Party without express written consent of all other Parties. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business AssociateParties. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document or other electronic image of this Addendum will be deemed delivery of an original. ADDENDUM The Parties hereby cause this Addendum to be signed by their duly authorized representative as of the date(s) below. Participant #1 Participant #2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUMOrganization: This Addendum applies to a Participant that wishes to use the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSA.Organization: Signature of Authorized Representative: Signature of Authorized Representative: Printed Name: Printed Name: Title: Title: Date: Date: Exhibit A Insurance Coverage 1950579v28 Data Use and Reciprocal Support Agreement
Appears in 1 contract
Samples: Joinder Agreement
Miscellaneous Terms. This Addendum supersedes In addition to this Agreement, you agree to comply with and be bound by all prior understandings 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, written any amendments will be made in accordance with applicable law, including any notice requirements. Any required or oralvoluntary 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, between Participant 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 Business Associate any other account agreements/disclosures with respect Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to its subject matterall the terms and conditions. This Addendum is incorporated into Whether or not you read these terms and conditions, your use of the Participation Agreementsite will be deemed as acceptance of them. The section titles used in this Addendum Section headings are provided for convenience convenient reference only and are shall not intended to affect the meaning or have any bearing on the interpretation of any provisionprovision of this Agreement. Any ambiguity 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 Addendum subject. This Agreement shall be resolved 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 favor effect and shall continue and survive cancellation, termination, or expiration of a meaning that permits the Participant this Agreement. This Agreement and the Business Associate 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 Applicable Lawthe terms and conditions set forth herein and as we may amend from time to time. Any and all references in this Addendum You authorize us to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changesdeduct any loss, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document cost or other electronic image of expenses including reasonable attorney's fees for any action we may take to enforce this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use Agreement from any account you hold at the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSAcredit union.
Appears in 1 contract
Miscellaneous Terms. 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 Addendum supersedes 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, the document appearing higher in the list will have precedence. Independent Contractors The parties are independent contractors and will so represent themselves in all prior understandings regards. Neither party is the agent of the other, and agreements, written neither may make commitments on the other’s behalf. The parties agree that no Nearmap employee or oral, contractor will be an employee of the Licensee. Construction The parties agree that the terms of this Agreement result from negotiations between Participant and Business Associate with respect to its subject matterthem. This Addendum is incorporated into the Participation Agreement. The section titles used in this Addendum are provided for convenience only and are Agreement will not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved construed in favor of a meaning that permits the Participant and the Business Associate to comply with Applicable Lawor against either party by reason for authorship. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changes, this Addendum Waiver Neither party will be deemed to incorporate such changes have waived any of its rights under this Agreement by lapse of time or by any statement or 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 terms 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. Amendments Other than as necessary for them to operate expressly specified in compliance with the amended or modified requirements of Applicable Law. Otherwisethis Agreement, this Addendum Agreement may only be amended 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 written instrument signed by both Participant 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 Business Associateof no effect. Nothing in this Addendum is This Agreement shall bind and inure to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate benefit of the parties and their respective successors and permitted assigns. Entire Agreement This Addendum may not be assigned by either Participant or Business Associate unless Agreement: comprises the entire Participation 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 is assigned. The unenforceability may consist of any provision in this Addendum will not affect a number of counterparts and if so the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered counterparts taken together will constitute one and the same documentinstrument. Facsimile This Agreement is not binding on any party unless one or email transmission of a signed photocopymore counterparts have been duly executed by, facsimile document or other electronic image of this Addendum on behalf of, Nearmap and the Licensee. Governing Law This Agreement will be deemed delivery governed by and construed in accordance with the laws of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies the State of Utah applicable to a Participant that wishes agreements made and to use be entirely performed within the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2State of Utah, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSAwithout resort to its conflict of law provisions.
Appears in 1 contract
Samples: Products Agreement
Miscellaneous Terms. This Addendum supersedes In addition to this Agreement, you agree to comply with and be bound by all prior understandings terms and agreementsconditions of all applicable account agreements with the credit union, written and with all applicable law and regulations. We refer you to your 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. We shall not be deemed to have waived any of our rights or oralremedies hereunder or under your account agreement unless such waiver is in writing and signed by an authorized representative of the credit union. No delay or omission on our part in exercising any rights under this Agreement or any 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 EFT Disclosure and any related fees or charges 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, between Participant and Business Associate with respect to its subject matterwe will provide you notice of such changes in a manner we deem reasonable. This Addendum is incorporated into the Participation AgreementAny use of 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 EFT Disclosure. The section titles used in this Addendum Section headings are provided for convenience convenient reference only and are shall not intended to affect the meaning or have any bearing on the interpretation of any provisionprovision of this Agreement. Any ambiguity 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 Addendum subject. This Agreement shall be resolved 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 favor effect and shall continue and survive cancellation, termination, or expiration of this Agreement. This Agreement and EFT Disclosure is governed by federal laws and regulations, state laws and regulations, and local clearinghouse rules and may be amended from time to time, except as otherwise provided in Section N, 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 meaning that permits the Participant and the Business Associate result of your failure to comply with Applicable Lawthe terms and conditions set forth herein and as we may amend from time to time. Any and all references in this Addendum You authorize us to a statute or regulation mean the section as in effect or as amended. Participant and Business Associate agree that if Applicable Law changesdeduct any loss, this Addendum will be deemed to incorporate such changes as necessary for them to operate in compliance with the amended or modified requirements of Applicable Law. Otherwise, this Addendum may only be amended by a written instrument signed by both Participant and Business Associate. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Participant and Business Associate and their respective successors and assigns. This Addendum may not be assigned by either Participant or Business Associate unless the entire Participation Agreement is assigned. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both the Participant and Business Associate. This Addendum may be executed in counterparts, which when considered together will constitute one and the same document. Facsimile or email transmission of a signed photocopy, facsimile document cost or other electronic image of expenses including reasonable attorney's fees for any action we may take to enforce this Addendum will be deemed delivery of an original. ADDENDUM 2 NATIONAL LEVEL GATEWAY SERVICE SCOPE OF ADDENDUM: This Addendum applies to a Participant that wishes to use Agreement from any account you hold at the eHealth Exchange National Level Gateway Service (Hub). UNLESS DEFINED IN THE PARTICIPATION AGREEMENT OR THIS ADDEDNDUM 2, TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DURSAcredit union.
Appears in 1 contract
Samples: Ebanking and Ebill Pay Agreement
