- Governing Law; Venue.
This Agreement shall be governed by and construed under the laws of the State of Ohio, USA, excluding choice of laws rules. Any action or proceeding arising from or relating to this Agreement, must be brought in a federal court in the Court of Common Pleas, Summit County Ohio, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. This Section 7.1 shall not restrict InflatableOffice’s right to bring an action against Customer in the jurisdiction where Customer’s place of business is located.
Any assignment or transfer of this Agreement by the Customer is prohibited without the prior written consent of InflatableOffice, and any attempted transfer or assignment without such consent shall be void and without force or effect. The terms of this Agreement shall be binding on permitted successors in interest and assigns.
- Force Majeure.
Neither party shall be liable for default or delay in performing its obligations due to causes beyond its reasonable control, as long as such causes continue and the party continues to use commercially reasonable efforts to resume performance. If any such default or delay extends for more than 60 days, the other party shall have the right, without obligation or liability, to cancel any Order or portion thereof affected by such default or delay.
- Severability; Modification; Notice; Waiver.
If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. This Agreement may only be modified in writing by authorized representatives of the parties. All notices required or authorized under this Agreement must be in writing and shall be sent, as applicable, to the other party’s legal department or to such other notice address as the parties specify in writing. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.
You may choose to, but are not required to, provide suggestions, data or other information (“Suggestions”) to InflatableOffice regarding possible improvements in the operation, functionality or use of the Services. If you provide any Suggestions to InflatableOffice, InflatableOffice will own all right, title, and interest in and to the Suggestions. Inflatable will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to InflatableOffice all right, title, and interest in and to any Suggestions that you may willingly choose to provide in the future.
- Data Migration.
InflatableOffice is aware that situations will arise where either Customer or other third parties (such as a court of law) may wish to move/export/migrate data from an InflatableOffice account. Under such circumstances, Customer understands and fully agrees that any situation involving the migration of data shall be accomplished only through the tools provided and available within the Software at the time when such request is affected. Customer agrees that InflatableOffice cannot be compelled to gather data for a Customer in formats not available via the software interface. Any attempts by Customer to compel InflatableOffice to perform data migration via formats not available in the software interface shall be considered a breach of this agreement on the second of such attempts. A written warning stating that such requests must cease immediately shall be given upon any initial request of this nature.