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meridian <br /> 1 <br /> defined in this Agreement.This customary commercial license is provided in accordance with FAR <br /> 12.211 (Technical Data)and FAR 12.212(Software)and,for Department of Defense transactions, <br /> DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in <br /> Commercial Computer Software or Computer Software Documentation). If a government agency <br /> has a need for rights not conveyed under these terms, it must negotiate with MERIDIAN to <br /> determine if there are acceptable terms for transferring such rights, and a mutually acceptable <br /> written addendum specifically conveying such rights must be included in any applicable <br /> agreement. <br /> b. Each party shall comply with the export laws and regulations of the United States and other <br /> applicable jurisdictions in providing and using the Service and the Software. Without limiting the <br /> foregoing: (a) each party represents that it is not named on any U.S. government list of persons <br /> or entities prohibited from receiving exports;and(b)each Party shall not permit any User to access <br /> or use the Service and the Software in violation of any U.S. export embargo, prohibition or <br /> restriction. <br /> iS.Assignment <br /> CLIENT may not assign or otherwise transfer this Agreement or its rights and obligations <br /> hereunder without the prior written consent of MERIDIAN,which consent will not be unreasonably <br /> withheld.Any transaction or series of transactions in which(i)more than fifty percent(50%)of the <br /> outstanding voting stock or membership interests of CLIENT are transferred to a third party, or <br /> (ii)all or substantially all of CLIENT's assets are sold to a third party,will be deemed an assignment <br /> of this Agreement.Any purported assignment or other transfer without the consent of MERIDIAN <br /> (a)will be void and of no force or effect,and(b)will constitute a material breach of this Agreement. <br /> 16. Force Majeure <br /> Except for a party's payment obligations hereunder, neither party will be deemed in default of this <br /> Agreement to the extent that performance of its obligations,or attempts to cure any breach thereof, <br /> are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorist <br /> attack, act of government, network or telecommunication system failure, sabotage or <br /> any other cause beyond the control of such party ("Force Majeure"), provided that such party <br /> promptly gives the other party notice thereof. In the event of such Force Majeure, the time for <br /> performance or cure will be extended for a period equal to the duration of the Force Majeure but <br /> not in excess of six(6)months. <br /> 17. Severability <br /> If a court of competent jurisdiction determines that any provision of this Agreement is illegal,invalid <br /> or otherwise unenforceable for any reason, such provision will be deemed stricken to the extent <br />