|
9.2. Either Party may terminate this Agreement immediately on giving notice in writing to the other Party If the other Party commits a material
<br />breach (including any non-payment of fees due) and, in the case of a material breach capable of being cured, failed to cure that breach within fifteen
<br />(15) days after the receipt of a request In writing to cure such breach.
<br />9.3. Upon any termination or expiration of this Agreement, whether under this Section 9 or otherwise, (a) Client shall discontinue all access and
<br />use of all Proprietary Items, and promptly return to Visual labs any Confidential Information then In C[lent's possession or control and (b) Client shall
<br />uninstall the Application from any device owned or controlled by Client, and (c) Visual Labs, at its sole discretion, may block Client access to the
<br />Services and Platform and/or delete Client Content.
<br />9.4. Client shall remain liable for all payments due to Visual Labs with respect to the period ending on the date of termination or expiration.
<br />For any termination other than a termination for good cause by Client in accordance with Section 9.2, the balance of all remaining subscription fees
<br />relating to the then current Subscription Term will be due and payable. The provisions of Sections 1, 2.4, 2.5, 3, 4.2, 4.3, 4.4, 5, 6, 7, 8, 9.3, 9.4 and
<br />10 shall survive any termination or expiration of this Agreement.
<br />10. OTHER PROVISIONS
<br />10.1. Insurance. During the Subscription Term, Visual tabs will, at no cost to Client, maintain the following minimum insurance in full force and
<br />effect. (1) commercial general liability insurance, including contractual liability coverage and coverage for bodily injury, personal Injury, and property
<br />damage In a combined single limit of not less than $1,000,000 per occurrence and $1,00D,000 In the aggregate, (11) workers' compensation insurance
<br />in compliance with all statutory regulations of the nation, state, territory, or province having jurisdiction over Visual Labs' employees performing
<br />services under the Agreement with limits of not less than $1,000,000 (or such greater amount as may be required by applicable law), and (III)
<br />technology errors and omissions insurance in an amount not less than $1,000,000 in the annual aggregate.
<br />10.2. Notice. All notices, consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have
<br />been received on the earlier of the date of actual receipt or the first business day after being sent by a reputable overnight delivery service. Either
<br />Party may change its address for notices by giving written notice of the new address to the other Party.
<br />10.3. Assignment. Client may not, without Visual Labs' prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement or
<br />any of its rights or obligations under this Agreement to any party, whether voluntarily or by operation of law. A sale of assets, merger or consolidation
<br />will be deemed an assignment for the purposes of this Agreement.
<br />10.4. Export Laws and Use Outside of the United States. Client shall comply with the export related laws and regulations. Client represents and
<br />warrants that (I) Client Is not located in a country that Is subject to a U.S. Government embargo, or that has been designated by the U.S. Government
<br />as a "terrorist supporting" country; and (11) Client is not listed on any U.S. Government list of prohibited or restricted parties. Client shall not export
<br />or re-export directly or indirectly (including via remote access) any Proprietary Items (or parts thereof) to any applicable jurisdiction or entity
<br />prohibited by law or to which a license Is required without first obtaining a license from the applicable regulatory authority. Client will defend,
<br />Indemnify and hold harmless Visual Labs from and against any violation of such laws or regulations by Client or any of its agents, officers, directors,
<br />or employees.
<br />10.5. Relationship. The relationship between the Parties under this Agreement is that of Independent contractors and not partners, joint
<br />venturers or agents.
<br />10.6. Other Limitations. The warranties made by Visual Labs In this Agreement, and the obligations of Visual Labs under this Agreement, run
<br />only to Client and not to any Authorized User or other third party. Under no circumstances shall any Client affiliate, Client customer, contractor,
<br />personnel, invitee, or any other third party be considered a third party beneflciary of this Agreement. No action or claim of any type relating to this
<br />Agreement may be brought or made by Client more than twelve (12) months after Client first has knowledge of the basis for the action or claim. The
<br />Client and Visual Labs have freely and openly negotiated this Agreement, including the pricing, with the knowledge that the liability is to be limited
<br />In accordance with the provisions of this Agreement.
<br />10.7. Entire Understanding. This Agreement states the entire understanding between the Parties with respect to its subject matter, and
<br />supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the
<br />subject matter of this Agreement. Any terms in an order or written purchase authorization that add to, or conflict with or contradict, any provisions
<br />In the Agreement will have no legal effect.
<br />10.8. Modification and Waiver. No modification of this Agreement, and no waiver of any breach of this Agreement, shall be effective unless in
<br />writing and signed by an authorized representative of both Parties. This Agreement may not be modif led or amended without written agreement of
<br />the Parties. No waiver of any breach of this Agreement, and no course of dealing between the Parties, shall be construed as a waiver of any
<br />subsequent breach of this Agreement.
<br />Page 5
<br />
|