receiving Services, by calling the Omnilink and requesting that we deactivate Services.
The Services will terminate on the date specified in 14.2.
14. EFFECT OF TERMINATION
14.1 Survival. Termination or expiration of this Agreement shall not relieve either Party of
obligations that by their nature or term survive termination or expiration; such as, by way
of example and without limitation, the obligation to make all payments that have or will
become due under this Agreement.
14.2 Effect of Termination.
(a) When Omnilink receives a cancellation request as set forth in Section 13.2, Services
will terminate on Your Billing Date, provided the cancellation request is made more than
ten (10) days prior to Your Billing Date.
(b) If a cancellation request is made less than ten (10) days prior to Your Billing Date,
Services will terminate on the subsequent month’s billing date after Cancellation. .
(c) Each of the Parties shall release the other from all obligations under this Agreement,
except for obligations accrued and owing up to the effective date of termination and
those surviving obligations set forth in Section 14.1.
You shall be liable for reasonable attorney fees and other costs and expenses resulting
from any default, or the exercise of Omnilink’s remedies.
15. GENERAL
Notice. All notices, requests, demand or other communications shall be given in writing
and shall be effective when either served by personal delivery or upon receipt via United
States mail, return receipt requested, postage prepaid, or sent by facsimile transmission,
if to Omnilink, at the addresses first set forth below and if to Customer, at the address set
forth in Customer’s order submitted through Omnilink’s e-commerce shopping cart.
Omnilink Systems Inc.
6120 Windward Parkway, Suite 100
Alpharetta, GA 30005
ATTN: CFO
Phone: 678 624 5900
Fax: 678 624 5928
15.2 Assignment and Delegation. You may not assign, transfer, or sell any of Your rights,
or delegate any of Your responsibilities under this Agreement without Omnilink’s prior
written consent. All assignments of rights are prohibited by this Section 15.2, whether
they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law,
or any other manner. For purposes of this Section 15.2, a “change of control” is deemed
an assignment of rights and a “merger” refers to any merger in which you participate,
regardless of whether it is the surviving or disappearing corporation. You may not
delegate any performance under this Agreement. Any purported assignment of rights or
delegation of performance in violation of this Section 15.2 is void.
15.3 Governing Law. The laws of the State of Georgia (without giving effect to its
conflicts of laws principles) govern all matters arising out of or relating to this Agreement.
Any action at law or in equity arising out of or relating to this Agreement shall be filed only
in the state or federal courts in the State of Georgia. The parties hereby consent and
submit to the personal jurisdiction of such courts for the purposes of litigating any such
action.
15.4 Waivers. The Parties may waive this Agreement only by a writing executed by the
Party against whom the waiver is sought to be enforced. No failure or delay in exercising
any right or remedy or requiring the satisfaction of any condition under this Agreement,
and no act, omission or course of dealing between the Parties operates as a waiver or
estoppel of any right, remedy or condition. A waiver made in writing on one occasion is
effective only in that instance and only for the purposes stated.
15.5 Severability. If any provision of this Agreement is determined to be invalid, illegal
or unenforceable, the remaining provisions of this Agreement remain in full force, if the
essential provisions of this Agreement for each Party remain valid, legal and enforceable.
15.6 Entire Agreement. This Agreement, along with the documents referenced
herein, constitutes the entire agreement between the Parties concerning the subject
matter hereof, superseding all previous agreements, proposals, representations, or
understandings, whether oral or written.
15.7 No Agency. Each of the Parties is an independent contractor and will have no
right, power or authority to assume or create any obligation or responsibility on behalf of
the other. This Agreement will not create or imply any partnership, association, agency,
fiduciary relationship, joint venture or several liability between the Parties.
15.8 Material Changes. Omnilink reserves the right to change, modify, or delete portions
of this Agreement. Your continued use of the Services following the posting of such
changes to the Agreement means that you accept and agree to such changes. Omnilink
will obtain your consent for any material changes to this Agreement.
15.9 Compliance with Laws. You, Sub-Account holders, Monitored Users and Omnilink
shall comply with all applicable federal, state, and local laws and regulations.
15.10 validity. This Agreement shall not be valid or effective unless and until it is
executed by both Omnilink and You. This Agreement may be executed in counterparts
and by exchanging signed copies by fax machine or if You click “I Accept”.
15.11 Interpretation. Unless the context requires otherwise, words importing the singular
include the plural and vice versa and words importing gender include all genders. The
terms “including” and “include” shall be deemed to mean “including without limitation”
and “including but not limited to” (or “includes without limitation” and “includes but is
not limited to”) regardless of whether the words “without limitation” or “but not limited
to” actually follow the term. The words “hereof,” “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement and its
documents incorporated herein, as a whole and not to any particular provision hereof
or thereof, as the case may be. References in this Agreement to and the definition of
any document shall be deemed a reference to such document as it may be amended,
supplemented, revised, or modified, in writing, from time to time. References in this
Agreement to any law shall be construed as a reference to such law as re-enacted, re-
designated, amended or extended from time to time.
15.12 Remedies Cumulative. Unless expressly provided otherwise herein: (i) all rights
and remedies granted to each Party under this Agreement are cumulative and in addition
to, and not in lieu of, any other rights or remedies otherwise available to such Party in
this Agreement, at law or in equity; and (ii) termination or expiration of this Agreement will
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SECTION 6
SECTION 6
