This Client Terms and Conditions is made part of each Client Services Agreement entered into between Client and Paro.
(a) Notices. All notices and other communications hereunder shall be in writing or by email, and shall be deemed to have been duly given or made (i) in the case of delivery by hand, when delivered, (ii) in the case of delivery by certified or registered mail, three (3) days after being deposited in the U.S. Mail, postage prepaid, or (iii) in the case of delivery by email, when sent and receipt has been confirmed, each notice addressed to the contact information provided on the Paro Website.
(b) Successors and Assigns. This Agreement shall be binding upon Client and inure to the benefit of the Paro and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of the Paro are sold or transferred. Client shall not be entitled to assign this Agreement or any of Client’s rights or obligations hereunder.
(c) Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
(d) Waivers. No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
(e) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or .PDF signature shall be deemed an original for all purposes.
(f) Headings. The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.
(g) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.
(h) Governing Law. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.
(i) Amendment. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(j) Consent to Jurisdiction. Each of the Paro and Client agrees to submit to the non-exclusive jurisdiction of the courts in and of the State of Illinois, and consent that service of process with respect to any action or proceeding relating to this Agreement may be made by registered mail to it at its address set forth herein.
(k) Entire Agreement. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and as of the Effective Date supersedes any contract, severance, confidentiality or invention assignment agreement between the parties hereto, provided, however, that the Paro reserves and shall retain all rights and remedies it may have against Client with respect to any breach on or before the Effective Date of any prior agreements.