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<br />12.2 Relationship. The parties are independent contractors in the performance of the Agreement, and nothing
<br />herein will create or imply any partnership, agency, or joint venture. Neither party will have or hold itself out to third
<br />parties as having authority to bind or enter into any agreement on the other party’s behalf. There are no third-party
<br />beneficiaries under this Agreement.
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<br />12.3 Choice of Law. The laws of the state of Delaware, without giving effect to its principles of conflicts of law,
<br />will govern all disputes arising out of this Agreement. Venue for any claim regarding this Agreement will be
<br />exclusively in state or federal court located in New Castle County, Delaware. If for any reason, a court of competent
<br />jurisdiction finds any provision or portion of this Agreement to be invalid or unenforceable, the validity or
<br />enforceability of the remainder of this Agreement will not in any way be affected or impaired.
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<br />12.4 Notices. Any notices or other communications required in this Agreement (aside from billing requests or
<br />questions) will be in English and in writing and will be deemed to have been duly given to a party upon receipt, upon
<br />receipt, if sent by certified or registered mail, return receipt requested. Notice to PlanSource must be sent to:
<br />PlanSource Benefits Administration, Inc., Attn: General Counsel, 122 W. Pine St., Suite 203, Orlando, FL 32801 with
<br />a copy sent to: legal@plansource.com. Notice to Customer must be sent to the contact mailing address or email
<br />address on the most recent Order Form.
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<br />12.5 Force Majeure. Neither party is responsible for nonperformance or delay in performance of its obligations
<br />(other than payment of Fees) due to causes, reason, event or circumstances beyond its reasonable control, such as
<br />acts of God or nature, strike, blockade, war, act of terrorism, riot, Internet outages, failure of service providers
<br />(including cloud service providers), failure or diminishment of power or telecommunications or data networks or
<br />services, or refusal of a license by a government agency, or any other cause, reason, event or circumstances whether
<br />or not similar to those listed in this Section.
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<br />12.6 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in
<br />part, by either party without the other party's written consent (which shall not be unreasonably withheld); provided,
<br />without consent, either party may assign this Agreement to another party in connection with a change of control,
<br />acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon, and inure to the
<br />benefit of, the successors, representatives and permitted assigns of the parties hereto. Any attempted assignment
<br />in violation of this Section is void.
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<br />12.7 Severability; Waiver. If any provision is determined to be illegal or unenforceable, that provision will be
<br />limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force
<br />and effect. The parties may waive a breach of this Agreement only by a writing executed by the party or parties
<br />against whom the waiver is sought to be enforced. Failure or delay in exercising any right or remedy or in requiring
<br />the satisfaction of any condition operates as a waiver or estoppel of any right, re medy or condition.
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<br />12.8 Dispute Resolution. Prior to initiating any claim or proceeding under, arising out of, or in connection with
<br />the Agreement, the parties will make a good faith effort to resolve the underlying dispute, including by: (a) elevating
<br />the issue to management of each party within twenty (20) business days; and (b) reasonably sharing relevant
<br />documents, records and other materials, as reasonably requested, in connection with the dispute. You agree that
<br />regardless of any statute or law to the contrary, any claim arising out of, related to or connected with the use of the
<br />Services must be filed within one year after such claim arose.
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<br />12.9 Entire Agreement. This PlanSource Services Agreement, the Order Form(s), Product-Specific Terms, and
<br />any agreement incorporated herein by reference constitute the entire agreement of the parties with respect to the
<br />subject matter hereof and supersedes all prior negotiations, understandings or agreements between the parties
<br />with respect to such subject matter. Any terms contained in any other documentation provided by you to PlanSource
<br />are void and will not become part of the Agreement or bind the parties. There are no repres entations, agreements,
<br />arrangements, or understandings between the parties relating to the subject matter of this Agreement that are not
<br />fully expressed herein.
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