Orange County NC Website
Browse       Search
12.2.LIMITATION ON LIABILITY.EXCEPT FOR BREACHES OF CONFIDENTIALITY AND <br />INDEMNIFICATION OBLIGATIONS HEREUNDER,TO THE FULLEST EXTENT ALLOWED BY LAW,NEITHER <br />PARTY SHALL BE LIABLE CONCERNING THE SITE,SERVICES OR ANY CONTENT,REGARDLESS OF THE FORM <br />OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT,NEGLIGENCE,STRICT LIABILITY OR OTHERWISE), <br />FOR (A)ANY INDIRECT,SPECIAL,CONSEQUENTIAL,PUNITIVE OR INCIDENTAL DAMAGES;(B)COST OF <br />PROCURING SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY;OR (C)DAMAGES THAT IN THE <br />AGGREGATE EXCEED THE FEES PAID OR PAYABLE OVER THE IMMEDIATELY PREVIOUS SIX MONTH PERIOD. <br />SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY,SO THE FOREGOING <br />MAY NOT APPLY. <br />13.MISCELLANEOUS. <br />13.1.Governing Law.Any disputes arising out of or relating to this Agreement or use of the <br />Services shall be resolved in accordance with the laws of the State of New York,without regard to its <br />conflict of law rules.PhotoShelter and the Client hereby consent to the state and federal courts of New <br />York,New York for all disputes arising from or relating to this Agreement or access to or use of the Site <br />and/or Services. <br />13.2.Entire Agreement.This Agreement constitutes the entire agreement between Client and <br />PhotoShelter with respect to the subject matter hereof.This Agreement replaces all prior or <br />contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. <br />13.3.Assignment.This Agreement and the rights and obligations hereunder may not be assigned, <br />in whole or in part,by either party without the other party's written consent,not to be unreasonably <br />withheld.However,without consent,either party may assign this Agreement to any successor to all or <br />substantially all of its business or assets which concerns this Agreement (whether by sale of assets or <br />equity,merger,consolidation or otherwise).This Agreement shall be binding upon,and inure to the <br />benefit of, the successors, representatives and permitted assigns of the parties hereto. <br />13.4.Notice.Any notice that is required or permitted by this Agreement shall be in writing and <br />shall be deemed effective upon receipt,when sent by confirmed e-mail to support@photoshelter.com or <br />when delivered in person by nationally recognized overnight courier or mailed by first class,registered or <br />certified mail,postage prepaid,to,111 Broadway,19th Floor New York,New York 10006 (in the case of <br />PhotoShelter)or to the email address or physical address,as applicable,set forth on an applicable Order <br />Form (for Client). <br />13.5.Modification and Waiver.No change,consent or waiver under this Agreement will be <br />binding on either party unless made in writing and physically signed by an authorized representative of <br />such party.The failure of either party to enforce its rights under this Agreement at any time for any <br />period will not be construed as a waiver of such rights,and the exercise of one right or remedy will not <br />be deemed a waiver of any other right or remedy. <br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423