ESO Solutions, Inc. 12/8/2016 - Laserfiche WebLink

c. Logo. Customer agrees that ESO may use Customer's name and logo in ESO sales presentations,without Customer's prior written consent, during the Term of this Agreement, but only for the purposes of identifying the Customer as a customer of ESO. Likewise,Customer may use ESO's name and logo to identify ESO as a vendor of Customer. f. Aggregate Data Reporting_ Customer hereby grants ESO the right to collect and store its data for aggregate reporting purposes,but in no event shall ESO disclose Protected Health Information ("PHf') unless permitted by law. Moreover, ESO will not identify Customer without Customer's consent. g. ..Compliance with Laws. Both Parties shall comply with and give all notices required by all applicable federal,state and local laws, 'ordinances,rules,regulations and lawful orders of any public authority bearing on the performance of this Agreement. • h. Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. If Customer has made any change to the Agreement that Customer did not bring to ESO's attention in a way that is reasonably calculated to put ESO on notice of the change,the change shall not become part of the Agreement. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law,and the remaining provisions of this Agreement shall remain in effect. j. Taxes and Fees. This Agreement is exclusive of all taxes and fees. Unless otherwise required by law,Customer is responsible for and will remit(or will reimburse ESO for)all taxes of any kind, including sales, use,duty,customs,withholding,property,value- added, and other similar federal, state or local taxes(other than taxes based on ESO's income) assessed in connection with the Services and/or Software provided to Customer under this Agreement. k. Independent Contractor. Nothing in this Agreement shall be construed to create: (i) a partnership,joint venture or other joint business relationship between the Parties or any of their affiliates: or (ii) a relationship of employer and employee between the Parties. ESO is an independent contractor and not an agent of Customer. I. Counterparts: Execution. This Agreement and any amendments hereto may be executed by the Parties individually or in any combination, in one or more counterparts,each of which shall be an original and all of which shall together constitute one and the same agreement. Execution and delivery of this Agreement and any amendments by the Parties shall be legally valid and effective through:(i)executing and delivering the paper copy of the document,(ii)transmitting the executed paper copy of the documents by facsimile transmission or electronic mail in "portable document format" (".pdf') or other electronically scanned format, or(iii) creating, generating, sending, receiving or storing by electronic means this Agreement and any amendments, the execution of • —,which is accomplished through use of an electronic process and executed or adopted by a Party with the intent to execute this Agreement(i.e. "electronic signature"through a process such as DocuSign®). In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the Party against whom enforcement of this ' Agreement is sought. m. Notice. All notices,requests,demands and other communications required or permitted to be given or made under this Agreement shall be in writing,shall be effective upon receipt or attempted delivery, and shall be sent by(i)personal delivery; (ii)certified or registered United States mail,return receipt requested;(iii)overnight delivery service with proof of delivery,or(iv) fax. Notices shall be sent to the addresses above. No Party to this Agreement shall refuse delivery of any notice hereunder. [Signature Page Follows] ESO Solutions,Inc. Subscription Agreement 092214 Page 4 of 13