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800.781.2320 • readyrebound.com
<br />affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision
<br />in any other jurisdiction; provided, however, that if any fundamental term or provision of these Terms are
<br />invalid, illegal or unenforceable, the remainder of these Terms shall be unenforceable. Upon a determination
<br />that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify
<br />these Terms to affect the original intent of the Parties as closely as possible in order that the transactions
<br />contemplated hereby be consummated as originally contemplated to the greatest extent possible.
<br />18.Amendments. No amendment to or modification of or rescission, termination or discharge of these
<br />Terms is effective unless it is in writing and signed by an authorized representative of each Party.
<br />19.Waiver. No waiver by any Party of any of the provisions of these Terms shall be effective unless
<br />explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms,
<br />no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms
<br />shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy,
<br />power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
<br />remedy, power or privilege.
<br />20.Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any
<br />of its obligations under these Terms without the prior written consent of Service Provider. Any purported
<br />assignment or delegation in violation of this Section 20 shall be null and void. No assignment or delegation
<br />shall relieve the Client of any of its obligations under these Terms. Service Provider may assign any of its rights
<br />or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service
<br />Provider’s assets without Client’s consent.
<br />21.Successors and Assigns. These Terms are binding on and inures to the benefit of the Parties to these
<br />Terms and their respective permitted successors and permitted assigns.
<br />22.Relationship of the Parties. The relationship between the Parties is that of independent contractors.
<br />The details of the method and manner for performance of the Services by Service Provider shall be under its
<br />own control, Client being interested only in the results thereof. The Service Provider shall be solely responsible
<br />for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in
<br />these Terms shall give the Client the right to instruct, supervise, control, or direct the details and manner of the
<br />completion of the Services. The Services must meet the Client’s final approval and shall be subject to the
<br />Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final
<br />completion. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint
<br />venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither
<br />party shall have authority to contract for or bind the other party in any manner whatsoever.
<br />23.No Third-Party Beneficiaries. These Terms benefit solely the Parties to these Terms and their
<br />respective permitted successors and assigns and nothing in these Terms, express or implied, confers on any
<br />other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of
<br />these Terms.
<br />24.Choice of Law. These Terms and all related documents including all exhibits attached hereto, and all
<br />matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute are governed by,
<br />and construed in accordance with, the laws of the State of Wisconsin, United States of America, without giving
<br />effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the
<br />application of the laws of any jurisdiction other than those of the State of Wisconsin.
<br />25.Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any
<br />action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or
<br />relating to these Terms, including all exhibits, schedules, attachments and appendices attached to these Terms,
<br />and all contemplated transactions, in any forum other than the United States District Court – Eastern District of
<br />Wisconsin or, if such court does not have subject matter jurisdiction, the courts of the State of Wisconsin sitting
<br />in Milwaukee County, and any appellate court from any thereof. Each Party irrevocably and unconditionally
<br />submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding
<br />only in United States District Court – Eastern District of Wisconsin or, if such court does not have subject
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