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41111 • <br /> SOFTWARE AS A SERVICE SUBSCRIPTION <br /> • • • <br /> FRACTA <br /> against Fracta, based upon or arising out of: (i) any dishonest,fraudulent, criminal,or <br /> negligent acts committed by Customer,or any agent or employee of Customer,acting <br /> pursuant to, or in connection with,the Agreement;or(ii) a claim the Customer Data <br /> infringes the intellectual property rights, privacy rights or publicity rights of a third party. <br /> As a condition of Customer's indemnification obligation, Fracta must (i) promptly give <br /> written notice of the claim to Fracta, (ii) give Customer sole control of the defense and <br /> settlement of the claim (provided that Customer may not settle or defend any claim <br /> unless it unconditionally releases Fracta of all liability), (iii) provide to Customer all <br /> reasonable and available information and assistance, and (iv) not have compromise or <br /> settled such claim. <br /> 14. GENERAL <br /> 14.1 Non-Solicitation. Neither party shall,directly or indirectly, induce or entice any employee <br /> of the other to leave such employment, or induce or entice any of the other party's sub- <br /> contractors to provide any services other than by an agreement with, and through, such <br /> other party. Employees responding to a generally published notice or advertisement shall <br /> not fall under this provision. <br /> 14.2 Assignment. Customer may not assign its rights and/or obligations under this Agreement <br /> to any other party without our prior written consent. Fracta may assign its rights and/or <br /> obligations under this Agreement to any other party at its discretion. <br /> 14.3 California Law and Venue.The laws of the State of California (without giving effect to its <br /> conflict of laws principles)govern all matters arising out of or relating to this Agreement. <br /> Any claims or actions regarding or arising out of this Agreement must be brought <br /> exclusively in a court of competent jurisdiction sitting in San Mateo County, California,and <br /> each party to this Agreement submits to the jurisdiction of such courts for the purposes of <br /> all claims and actions arising out of or relating to this Agreement. <br /> 14.4 Force Majeure. Neither Party shall be liable for any failure or delay of performance due <br /> any unforeseeable event,such as, but not limited to,fire,strike, inevitable accidents,war, <br /> terrorism or any other cause outside the reasonable control of the defaulting Party, and <br /> occurring without its fault or negligence. <br /> 14.5 Entire Agreement. This Agreement constitutes the final, complete and exclusive <br /> agreement between the parties as to the subject matter hereof,and supersede any prior <br /> or contemporaneous agreement, proposal,warranties and representations. <br /> 14.6 Conflicting Terms; Amendments.This Agreement prevails over any conflicting or <br /> additional terms of any quote, purchase order, invoice or other communication. No <br /> modification, amendment or waiver of any provision of this Agreement shall be effective <br /> unless in writing and signed by both Parties. <br /> Fracta Confidential Page 9 of 12 December 4,2019 <br />