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Complete Agreement: This Agreement, together with all schedules and exhibits
referred to in this Agreement, including the ordering and activation terms, all
of which are incorporated herein by reference, constitutes the sole and entire
Agreement between the Parties. This Agreement supersedes all prior
understandings, agreements, representations, and documentation relating to the
subject matter of this Agreement. Any Confidential Information disclosed by
Licensee to Fundsheet under a Nondisclosure Agreement prior to the Effective
Date is deemed “Confidential Information” hereunder subject to the terms and
conditions of this Agreement.
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Modifications: Modifications and amendments to this Agreement, including any
exhibit, schedule or attachment hereto, shall be enforceable only if in writing
and signed by authorized representatives of both Parties.
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Applicable Law: This Agreement will be governed by the laws of the State of New
South Wales. Any legal suit, action, or proceeding arising out of or related to
this Agreement or the licenses granted hereunder will be instituted exclusively
in the federal courts of Australia or the courts of the State of New South
Wales, and each party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action, or proceeding.
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Notices: All notices and other communications given in connection with this
Agreement shall be in writing and shall be deemed given as follows:
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- When delivered personally to the recipient’s address as appearing in
the introductory paragraph to this Agreement;
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- Three days after being deposited in the mail, postage prepaid to the
recipient’s address as appearing in the introductory paragraph to this
Agreement; or
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- When sent by fax, email, or telex to the last fax, email, or telex
number of the recipient known to the Party giving notice. Notice is
effective upon receipt provided that a duplicate copy of the notice is
promptly given by first-class or certified mail or the recipient
delivers a written confirmation of receipt.
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Any Party may change its address appearing in the introductory paragraph to this
Agreement by giving notice of the change in accordance with this paragraph.
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No Agency: Nothing contained herein will be construed as creating any agency,
partnership, joint venture, or other forms of joint enterprise between the
Parties. The Parties are independent contractors.
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Severability: If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any other term or provision of this Agreement
or invalidate or render unenforceable, such term or provision in any other
jurisdiction.
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Jury Trial Waiver: To the fullest extent permitted under applicable law, each
Party hereby irrevocably waives its right to a trial by jury in connection with
any legal suit, action, or proceeding arising out of or related to this
Agreement.
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Injunctive Relief: Each Party acknowledges and agrees that a breach or threatened
breach by such Party of any of its obligations under Section 11 would cause the
other Party irreparable harm for which monetary damages would not be an adequate
remedy and agrees that, in the event of such breach or threatened breach, the
other Party will be entitled to seek equitable relief, including a restraining
order, an injunction, specific performance, and any other relief that may be
available from any court, without any requirement to post a bond or other
security, or to prove actual damages or that monetary damages are not an
adequate remedy. Such remedies are not exclusive and are in addition to all
other remedies that may be available at law, in equity, or otherwise.
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Counterparts: This Agreement may be executed in counterparts, each of which is
deemed an original, but all of which together are deemed to be one and the same
agreement.
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Assignment: Neither Party may assign any of its rights or delegate any of its
obligations hereunder, in each case whether voluntarily, involuntarily, by
operation of law, or otherwise, without the prior written consent of the other
Party, provided, however, that either Party may assign its rights or delegate
its obligations, in whole or in part, without such consent and upon thirty (30)
days prior written notice to the other Party, to an entity that acquires all or
substantially all of the business or assets of such Party to which this
Agreement pertains, whether by merger, reorganization, acquisition, sale, or
otherwise. Any purported assignment or delegation in violation of this section
will be null and void. No assignment or delegation will relieve the assigning or
delegating Party of any of its obligations hereunder. This Agreement is binding
upon and inures to the benefit of the Parties and their respective permitted
successors and assigns. For clarity, Fundsheet may not subcontract any portion
of its obligations under this Agreement with Licensee’s prior written consent.
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Cumulative Remedies: No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in
equity.