e-interpreters 10/5/2016 - Laserfiche WebLink

interpreters' actual or potential defense to any claim. Such indemnity is subject to Client's duty to mitigate all of its related costs, expenses, damages or liabilities. 10.2. By CLIENT. Client will indemnify and hold harmless e-interpreters, its officers, directors, members, employees, sub-licensees, customers and agents from actual costs incurred by e-interpreters as a result of a breach or alleged breach of any representation or obligation of Client under the Agreement, related to the provision by Client to e-interpreters of false or misleading information pursuant to this Agreement or to Client's use of the Services, (a "Claim"), provided that e-interpreters gives Client written notice of any such Claim and Client has the right to participate in the defense of any such Claim at its expense. e-interpreters will not agree to the settlement of any such claim, demand or suit prior to the final judgment thereon without the consent of Client, whose consent will not be unreasonably withheld. In no event shall Client indemnify e-interpreters for lost profits or any consequential or indirect damages. e-interpreters shall not by any act or omission admit liability or otherwise prejudice or jeopardize Client's actual or potential defense to any claim. Such indemnity is subject to e-interpreters duty to mitigate its related costs, expenses, damages or liabilities. From the date of written notice from e-interpreters to Client of any such Claim, e-interpreters shall have the right to submit for reimbursement from Client the amount of any defense costs actually incurred. 11. GENERAL PROVISIONS. 11.1. DISPUTES. The parties shall attempt to resolve any and all disputes or claims arising out of this Agreement through mutually cooperative negotiation in good faith. If negotiation is unsuccessful, the matter may then be submitted to mediation. If mediation is unsuccessful, the matter shall be fully and finally settled by arbitration with a recognized Alternative Dispute Resolution ("ADR")group in King County, Washington by an arbitrator chosen in accordance with the ADR rules, and the judgment upon award may be entered in any court having jurisdiction thereof. The parties agree to electronic appearance via telephone or live video at any arbitration. The attorneys'fees and costs of dispute resolution shall be borne by the losing party unless the parties stipulate otherwise or in such proportions as the mediator or arbitrator shall decide. 11.2. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed under the laws of Washington State. Jurisdiction and venue for all purposes shall be in King County, Washington. The parties consent to the personal jurisdiction of the state and federal courts located in King County, Washington for any lawsuit filed there arising from or related to this Agreement. 11.3. NOTICES. Any notice intended for either party shall be deemed to be validly given if it is in writing and is sent by electronic mail, fax, U.S. mail or hand-delivered, or by courier service to such party's address as set forth in this Agreement, or to any other address which the party in question may have indicated in writing to the other party. A copy of any notice sent by electronic mail shall also be sent whenever possible corresponding to one of the above-mentioned delivery modes. 11.4. HEADINGS AND SEVERABILITY. Headings are for ease of reference and shall not modify the meaning of this Agreement's provisions. If any provision of this Agreement is declared to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected. The invalid or unenforceable provision will be deemed modified to the extent necessary to render it valid and enforceable, and if no modification may render so, this Agreement will be construed as if not containing such provision. 11.5. No WAIVER. No delay or failure by either party in exercising, protecting or enforcing any of its rights, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party of any right, interest or remedy in a particular instance shall not constitute a waiver thereof in any other instance.