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10.8 Severability. If any provision of this Agreement or any Sales Order is held to be invalid, illegal,or unenforceable, such
<br /> provision will be deemed restated,in accordance with applicable law,to reflect as nearly as possible the original intentions of the parties,
<br /> and the remainder of this Agreement or such Sales Order will remain in full force and effect.
<br /> 10.9 Waiver. Failure of either party to seek remedy of any breach of any portion of this Agreement or any Sales Order by the
<br /> other party from time to time shall not constitute a waiver of such rights in respect to the same or any other breach.
<br /> 10.10 Assignment.Client shall not assign,voluntarily or involuntarily, all or any portion of this Agreement (or any Sales Order)
<br /> without the prior written consent of LeaseQuery,provided that,upon advance written notice to LeaseQuery,Client may assign all(or a
<br /> portion)of its rights and obligations under this Agreement(together with all Sales Orders)without LeaseQuery's consent to a successor
<br /> by merger or a purchaser of all or substantially all of Client's assets,but only if,as reasonably determined by LeaseQuery,such successor
<br /> or purchaser is not a competitor of LeaseQuery. In the event of a purported assignment or delegation of any of Client's rights or
<br /> obligations under this Agreement(or any Sales Order)made in violation of this section,such assignment or delegation shall be void,
<br /> and LeaseQuery shall have the right to terminate this Agreement immediately upon written notice to Client without limiting any of
<br /> LeaseQuery's other rights or remedies herein.Any assignment or delegation that is made in accordance with this section shall be binding
<br /> upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
<br /> 10.11 No Third-Party Beneficiaries.This Agreement and any Sales Order are for the sole benefit of the parties hereto and their
<br /> respective permitted successors and assigns and nothing herein or in any Sales Order,express or implied,is intended to or shall confer
<br /> upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
<br /> Agreement or any Sales Order.
<br /> 10.12 Limitation on Actions.Except with respect any express indemnification obligation under Section 8.3 of this Agreement,no
<br /> action relating to any Dispute(other than to collect unpaid invoices)may be brought more than one year after the cause of action accrued,
<br /> and Client shall not raise any Dispute based on the alleged inaccuracy of an invoice more than ninety(90)days after the invoice date.
<br /> 10.13 Survival.Notwithstanding anything herein to the contrary,the provisions of Section 1,Section 2.1,Section 3.1,Section 3.2,
<br /> Section 3.6,Section 3.7,Section 3.8, Section 4,Section 5.5,Section 6.4,Section 8,Section 9 and Section 10 hereof shall survive any
<br /> termination of this Agreement.
<br /> 10.14 Conflicts.In the event of a conflict between the terms of this Agreement and a Sales Order,the terms of this Agreement shall
<br /> control,except to the extent that a Sales Order expressly provides that certain provisions therein shall control over specified provisions
<br /> of this Agreement. In the event of a conflict between this subscription agreement and/or a Sales Order, on the one hand, and the
<br /> Addendum,on the other hand,the Addendum shall control.
<br /> 10.15 Governing Law.Issues of arbitrability shall be determined by an arbitrator in accordance with the federal substantive and
<br /> procedural laws relating to arbitration;in all other respects, all matters arising out of or relating to this Agreement or any Sales Order
<br /> shall be governed,construed and enforced in accordance with the laws of the State of Delaware,without reference to the conflicts of
<br /> law principles that would require the application of any other law.
<br /> 10.16 Dispute Resolution; Arbitration: WAIVER OF JURY TRIAL. Any Dispute (including, without limitation and for the
<br /> avoidance of doubt, the determination of the scope or applicability of this Section) shall be finally determined and resolved on an
<br /> individual basis by binding arbitration in Atlanta,Georgia.The arbitration shall be administered by JAMS Mediation,Arbitration and
<br /> ADR Services("JAMS")pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS'Streamlined Arbitration
<br /> Rules and Procedures, if applicable (collectively,the"Rules")that are in effect at the time of the commencement of the arbitration,
<br /> except to the extent modified by this section.LeaseQuery and Client agree that each party waives the right to a jury trial and to assert
<br /> class or collective action claims against the other.The obligation to arbitrate shall extend to and encompass any claims that either party
<br /> may have or assert against any of the other parry's personnel.The arbitration shall be conducted before one arbitrator to be appointed
<br /> in accordance with the applicable provisions of the JAMS Rules.No arbitrator may serve as an arbitrator with respect to the Dispute
<br /> unless such arbitrator agrees in writing to abide by the terms of this section.Except with respect to the interpretation and enforcement
<br /> of these arbitration procedures,the arbitrator shall apply the governing law set forth herein in connection with the Dispute.The arbitrator
<br /> shall have no power to award damages inconsistent with this Agreement,including the limitations on liability herein.To the extent the
<br /> arbitration is governed by JAMS'Streamlined Arbitration Rules and Procedures,no discovery shall be permitted in connection with the
<br /> arbitration,except to the extent that it is expressly authorized by the arbitrator upon a showing of substantial need by the party seeking
<br /> discovery.The parties and the arbitrator shall maintain the confidential nature of the arbitration proceeding and the award,including the
<br /> hearing,except as may be necessary to prepare for or conduct the arbitration hearing on the merits,or except as may be necessary in
<br /> connection with a court application for a preliminary remedy,a judicial challenge to an award or its enforcement,or unless otherwise
<br /> required by law or judicial decision.The arbitration shall be governed by the Federal Arbitration Act,9 U.S.C.§§ 1 et seq.,and judgment
<br /> on the arbitrator's award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary in this
<br /> Section, with respect to any claim brought by LeaseQuery for nonpayment of its fees, expenses or interest, LeaseQuery, in its sole
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