Res 2006-035 - Laserfiche WebLink

Home Browse Search

----------l I 23. Final Agreement and Amendments to Agreement 23.1 This Agreement, along with the related Application and the NACHA and Visa Rules, is the entire Agreement between the parties on the subject matter contained within and supersedes all prior or contemporaneous negotiations, stipulations or agreements. If any provision of this Agreement is invalid or unenforceable, the other provisions remain effective. Paragraphs related to Reversed POS Transactions, Fees, Deposit Account, Indemnification, Limitation of Liability, Arbitration, Equipment, Confidential Information, Reserve Account and General Provisions will survive termination of this Agreement. 23.2 We may amend this Agreement at any time by providing written notice to you at least 15 calendar days before the effective date of the amendment. The amendment becomes effective unless we receive your written notice of termination of this Agreement before the effective date of the amendment. This Agreement is subject to amendment by us upon less than 15 calendar days' prior written notice to you if immediate modification is reasonably determined by us to be required by any NACHA or Visa Rule or provisions of law. I 24. Indemnity/Force Majeure 24.1 You will indemnify us against all liability, claims, demands, damages and costs (including fmes or assessments by Card Organization) attributable to any breach of this Agreement by you, or your violation of NACHA or Visa Rules. We will indemnify you against all liability, claims, demands, damages and costs attributable to any breach of this Agreement by us or our violation of NACHA or Visa Rules, as limited by Section 22. We will pay any fines or assessments by Card Organization attributable to our violation ofNACHA or Visa Rules. 24.2 Performance under this Agreement may be delayed to the extent necessary due to a cause beyond a party's reasonable control, for example, war, floods, civil disturbance, disruptions to communications facilities or acts of unaffiliated third parties, provided that the party claiming excuse from performance informs the other party as quickly as possible and uses reasonable efforts under the circumstances to correct the deficiency. 20 ~,'I" ~~1F~;