Software Agreement - The Flybook LLC - East Race Event Payment Software

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(e) the expiration or termination of this Agreement will in no way rclie ve the Customer of its obligations to pay the Provider any Charges accrued under this Agreement prior to such expiration or termination, and any and all payment obligations of (lie Customer incurred prior to the date ofexpiration or termination shall immediately become due. (t) Unless otherwise specified in schedule 3 16. intellectual Property infringement and Misappropriation The Customer agrees to notify the Provider immediately ofany known or suspected unauthorized use ofor access to the Platform (including Customer's account or any Authorized user's account), the Documentation, or the Confidential ]nfortnation, of ofany allegation by a third party that the Platform, Documentation, Customer Materials, or Confidential Information infringes or misappropriates any third party's intellectual property rights. 18. Miscellaneous 18.1 Assie,nment. This Agreement and the Customer's rights and obligations hereunder are personal to the Customer and may not be assigned or delegated by the Customer without the prior written consent ofthe Provider, which may be withheld for any reason. Any attempt by the Customer to assign or delegate this Agreement or the Customer's rights or obligations hereunder without the Provider's prior written consent shall be void and of no force or effect. 18.2 Entire Agreement, This Agreement and the Schedules hereto (which are incorporated herein and trade part oflhis Agreement by this reference) set tirr€h the entire understanding of the parties with respect to the subject matter ofthis Agreement, and supersedes any and all prior and contemporaneous negotiations, understandings, and agreements, whetlterwritten or oral, between the pa€lies with respect to such subject €natter, 18.3 Binding Effect. ']`his Agreement will be binding upon the parties and their respective successors and permitted assigns, and wit{ inure to their benefit, 18.4 Amendment; Waiver. Unless and except as otherwise expressly provided in this Agreetttent, this Agreement tray be amended only by a written instrument signed by both parties, The waiver by any party ofa breach orviolation of all), provision of€his Agreement xvill not operate and may not be construed as a waiver ofany other provision or any subsequent breach ofthe same provision. No waiver will he binding Unless executed in writing by the party making the waiver. 18.5 Severability. Whenever possible, each provision oflhis Agreement shall be interpreted in such trtantter as to be effective and valid under applicable law. lfany term or provision of this Agreement is held to be invalid or unenforceable in any situation in any jurisdiction, such invalidity or unenforce ability shall not alte ct the validity or enforceability ofthe remaining ter€rts and provisions hereofor the validity orenforecability ofsuch term or provision in any other situation or in any other jurisdiction. [ripe final judgment ofa court ofcourperent jurisdiction declares that any terns or provision hereofis invalid or unenforceable, the parties agree that the court making (lie determination of invalidity or utienforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a terns or provision that is valid and enforceable and that comes closest to expressing the intention ofthe invalid or unenforceable term or provision, and this Agreement shall be enforceable as so niodif€ed. 790 SW Industrial Way Suite 101, Bend, Oregon 97701 p. 855.909.2665 e. info@theflybook.com