No Third-Party Beneficiaries. This Agreement has no third-party beneficiaries.
No Agency. DocumentConnex is an independent contractor services vendor of you and your law firm or company. You and your law firm or company are customers of DocumentConnex. Neither DocumentConnex, nor any of our employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of you or your law firm or company. Neither DocumentConnex, nor any of our employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of any person or company whose products or services are supplemented by or integrated with the Services provided by DocumentConnex.
Force Majeure. The parties will be relieved from fully and completely performing their obligations under this Agreement when circumstances beyond their control (including without limitation natural disasters, terrorist or other man-made disasters, labor strikes, fire, disease or medical epidemics, power grid failures, and other such circumstances) occur or arise, making performance inadvisable, commercially impracticable, illegal, or impossible.
Attorney’s Fees. In any lawsuit, arbitration action, or other proceeding to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover reasonable attorney’s fees, expenses, and costs in connection with the lawsuit, arbitration action, or other proceeding, including without limitation in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or arbitrator in which the matter is tried, heard, or decided. The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.
Severability. The terms and provisions of this Agreement are severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be deemed to extend only as far as allowed by law. If any portion, provision, or part of this Agreement cannot be limited to extend only as far as allowed by law, that portion, provision, or part shall be deemed to be severed from the remaining portions, provisions or parts of this Agreement and any remaining portions, provisions or parts of this Agreement shall remain valid and enforceable.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit and/or detriment of the parties and their respective heirs, beneficiaries, guardians, administrators, trustees, executors and executrixes, agents, principals, representatives, successors, and assigns.
Merger and Integration. The parties represent and acknowledge that this Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between and among the parties regarding the Services, and that all prior agreements, contracts, negotiations, promises, offers, acceptances, representations, warranties, covenants, and understandings in any way relating to the Services are merged and integrated into the terms and conditions of this Agreement.
Counterparts. This Agreement may be executed in multiple counterparts. Copies of signatures and electronic signatures shall be deemed to be originals for any and all purposes.
Amendments. This Agreement may only be amended or modified in writing signed by the party against whom enforcement of such amendment or modification is sought.
Choice of Law and Forum. This Agreement is entered into in Chicago, Illinois, United States of America. To the maximum extent allowed by law, this Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the United States of America, and the State of Illinois, without regard to the conflicts provisions thereof. Any and all disputes that in any way arise out of or bear any relationship with this Agreement shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking injunctive relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in a court action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of a court action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.
Jury Waiver. The parties hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either party against the other. The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.
Headings. The underlined headings for each numbered paragraph of this Agreement are used for organizational and reference purposes only, and shall not be used to interpret or construe the language of the terms and conditions of this Agreement.
No Waiver. Any failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
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