Membership Agreement - Collective Shift - Using and Creating Content on LRNG Platform

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9. Miscellaneous. 9.1 Choice of Law,• Jurisdiction, Survival. Member's use of the LRNG Platform and this agreement shall be construed in accordance with Indiana law without regard to the conflict of laws rules or principles thereof: It is agreed that both CS and Member hereby submit to the jurisdiction of the State of Indiana. 9.2 independent Contractor relationship; The Parties agree that under this Agreement they are each acting in the capacity of an independent contractor and that each has no authority to represent or act on behalf of the other without prior written consent. Accordingly, the Parties also shall not hold themselves out to third Parties as purporting to act on behalf of, serving as the agent off,. or entering into any agreements or understandings on behalf of the other without prior written consent. 9.3 Force Majeure. If the performance or observance of this Agreement or of any obligation herein is prevented or delayed by reason of an act of God, civil commotion, storm, fire, riots, strikes, legal moratorium, war, revolution, or action by government, the Party so affected shall„ upon prompt notice of such cause being given to the other Party, be excused from such performance or observance, only to the extent of such prevention or during the period of such delay, provided that the Party so affected shall use its best efforts to avoid or remove the cause(s) of non-performance and observance. Executed as of the date first written above. COLLECTIVE SHIFT By: Name: Title: 9.4 No Waiver. No failure or delay on the part of either Party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. 9.5 No Assignment. The Parties shall not assign this Agreement to any person, firm, partnership, corporation, or other entity (including by operation of law, judicial process, or otherwise) without prior written consent of the other Party, which consent shall not be withheld unreasonably. 9.6 Severabil . In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. if any of the terms or conditions of this Agreement is in conflict with any applicable statute or rule of law, then such terms or conditions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such law. 9.7 Survival. The rights, obligations, terms and conditions that would, by their meaning or intent, survive the termination of this Agreement shall so Survive. CITY OF SOUTH BEND, IINDIANA ("MEMBER") By: Name: ..._ Title: 6 rev: 2017-1'....1-02.