AgdaPkt 2014-09-22 Closed and Joint with SA

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upon termination by the Client for convenience and full payment of amounts owed including the Termination Fee will relieve Customer of all of its obligations under the Agreement. Vision Internet shall refund to the Client within 30 days of the effective date of termination any amounts already paid by Client in excess of the Termination Fee and fees for those Subscription Services which have been rendered to the Client through the effective date of termination. 8. Remedies (a) If Vision Internet discovers that the Client is displaying content that is in violation of any of the foregoing provisions, Vision Internet may discontinue or suspend access to the Client's Website without prior notice, until the violating item(s) have been resolved. However, the Client shall remain liable for all payments due under this Agreement as if access had not been interrupted. 9. Documents & Data; Licensing of Intellectual Property This Agreement creates a non-exclusive, perpetual and royalty-free license for Client to copy, use, or modify for its own use, any and all copyrights, designs, and other intellectual property embodied in this website, which are prepared or caused to be prepared by Vision Internet under this Agreement (“Documents and Data”), to which Vision Internet retains ownership of all intellectual property rights. Notwithstanding anything to the contrary in any of the agreement documents, Client understands and agrees that Vision Internet shall retain all right, title, and interest to the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool), and Dynamic and Interactive Components. Client shall retain sole ownership of all graphics, content and data that are provided by Client for integration and use on the Website. 10. Other (a) The headings in this Agreement are intended solely for convenience and shall be given no effect in the construction or interpretation of this Agreement. (b) The Client agrees that a failure to exercise or delay in exercising any right, power or privilege on the part of Vision Internet will not operate as a waiver or estoppel thereof. (c) Neither the course of conduct between parties nor any trade practice shall act to modify the provisions of this Agreement except as expressly stated herein. (d) This Agreement shall be governed by and construed in accordance with the laws of the United States of America, and the State of California without recourse to choice of law provisions. The state and federal courts located in San Mateo County, California will have exclusive jurisdiction and be the exclusive venue of any lawsuit between the parties arising out of this business relationship, including disputes when they arise following termination of the Agreement. (e) Intentionally omitted. (f) Intentionally omitted. (g) With the intent to be legally bound, each of the undersigned hereby covenants and acknowledges that he, she or it (i) has read each of the terms set forth herein, (ii) has the authority to execute this Agreement for such person or entity, and (iii) expressly consents and agrees that the person or entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein. ATTY/AGR/2014.177/VISIONLIVE TM SUBSCRIPTION SERVICES AGR REV: 09-16-14 GK & PT Page 7 of 11 7.1.G. - Page 36