17.1.Survival. The provisions of this Agreement which, by their terms, require or contemplate performance by the parties after expiration or termination, or which reasonably ought to be understood to so require or contemplate, shall be enforceable notwithstanding any expiration or termination.
17.2.Force Majeure. Neither party hereto shall be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or connected with this Agreement if such failure or delay results from or is contributed to any cause beyond the reasonable control of such party including failures or delays caused by the act or omission of any governmental authority, fire, flood, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, hackers or other event beyond such party‘s reasonable control.
17.3.Export Restrictions. You acknowledge that the Services, its related website, online services, and other services, including any mobile application, delivered by CPTS are subject to restrictions under applicable U.S. export control laws, including U.S. trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with U.S. laws. You agree that You will comply with these laws and regulations, and will not export, re-export, import or otherwise make available Services and/or technical data in violation of these laws and regulations, directly or indirectly.
17.4.Agreement Changes. CPTS reserves the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services, on our website (www.crosslinktax.com) or Portal, when we notify You by other means or through Your Service Bureau. It is important that You review this Agreement whenever we modify it because Your continued use of the Services indicates Your agreement to the modifications. Customer shall monitor the revision date/version number at the bottom of this Agreement.
17.5.Modification of Services. CPTS reserves the right, in its sole discretion and without first consulting with Customer, to modify the Services for any reason.
17.6.Assignment. This Agreement may not be assigned, sold, hypothecated, or transferred by Customer without the prior written consent of CPTS. Any attempt to assign or transfer any of the rights, duties or obligations set forth in this Agreement without the prior written consent of CPTS shall automatically terminate the rights granted hereunder and shall be void and of no effect. Customer agrees that CPTS‘ retention of these contractual and other legal rights is an essential part of this Agreement.
17.7.Notices. All notices and other communication required or permitted under this Agreement shall be via electronic mail, facsimile or in writing and given by personal delivery, expedited delivery service (e.g., UPS or Federal Express) or first-class mail, postage prepaid, to Customer‘s billing address or Attn: Legal Department, CrossLink Professional Tax Solutions, LLC, 2000 N. Alafaya Trail #350, Orlando, FL 32826. Customer agrees to always provide CPTS with Customer‘s most current contact information, including Customer‘s address, phone number, fax number and e-mail address.
17.8.Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be, to the maximum extent permitted by applicable law, construed or limited, and/or deemed replaced by a revised provision, to the extent (and only to the extent) necessary to render it valid, legal and enforceable and, as nearly as possible, to reflect and achieve the parties‘ intentions in agreeing to the original provision. If it is not possible to so construe, limit or reform any such provision, then the invalid, illegal or unenforceable provision shall be severed from this Agreement. In any event, the remaining provisions of this Agreement shall be unaffected thereby and shall continue in full force and effect.
17.9.Waiver. A party‘s failure or delay requiring compliance with any term of this Agreement, or to exercise any right provided herein, shall not be deemed a waiver by the party of such term or right. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition set forth in this Agreement, and no course of dealing between the parties, shall operate as a waiver or legally bar a party from enforcing any right, remedy or condition. All waivers must be made in writing and signed by the waiving party and any such waiver on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion.
17.10.Evaluation Use of Services. If Customer is using the Services on a trial, demonstration or evaluation basis, then this Agreement will govern such use by Customer except as modified by this subsection 17.10. Certain functionality of such Services may be disabled or restricted. Commercial use of the Services is not authorized, is outside the scope of this Agreement, and is a violation of U.S. and international copyright laws. Customer is required to remove any trial, evaluation or demonstration copies of the Services from any and all Customer equipment upon the conclusion of the trial, evaluation or demonstration and to destroy or promptly return such copies to CPTS. Customer must purchase access to the Services from CPTS before using the Services for commercial purposes. The following sections of this Agreement shall not apply to Customer‘s use of the Services provided on a trial, demonstration or evaluation basis: subsections 3.1, 13.1 and 13.2, and Sections 7, 8 and 9.
17.12.Electronic Signature. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.