Resolution 2023-77 - Laserfiche WebLink

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8. Miscellaneous. a. Assignment. Except as otherwise provided in this Agreement, no party may assign the Agreement and/or any of its rights and obligations hereunder without the prior written consent of the other parties. b. Merger. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and all prior agreements, understandings, or negotiations shall be deemed merged herein. No representations, warranties, promises, or agreements, express or implied, shall exist between the parties, except as stated herein. c. Amendment. No amendment to this Agreement shall be made or deemed to have been made unless in writing, as agreed upon and executed by all parties. d. Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Colorado. Venue for any action hereunder shall be in Boulder District Court, Colorado. e. Authority. The parties represent that each has taken all actions that are necessary or that are required by its procedures, bylaws, or applicable law to legally authorize the undersigned signatories to execute this Agreement on behalf of the parties and to bind the parties to its terms. f. Severabilitv. To the extent that this Agreement may be executed and performance of the obligations of the parties may be accomplished within the intent of the Agreement, the terms of the Agreement are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity, or failure, shall not affect the validity of any other terms or provision hereof. g. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon a subsequent breach. h. No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the parties hereto and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person under this Agreement. It is the express intention of the parties to this Agreement that any person or entity other than the parties receiving services or benefits under this Agreement be deemed an incidental beneficiary only. i. Changes in Law. This Agreement is subject to such modifications as may be required by changes in state law. Any modification shall be discussed and agreed upon by the parties and be incorporated in this Agreement by a written amendment signed by the parties. j. Paragraph Headings. The captions and headings set forth in this Agreement are for convenience or reference only and shall not be construed so as to define or limit its terms and provisions. k. Counterparts. This Agreement may be executed in counterparts. Signatures on separate originals shall constitute and be of the same effect as signatures on the same original. Electronic and faxed signatures shall constitute original signatures. 3