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General Terms. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. Requests, demands, and other communications under this Agreement shall be in writing, and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of this Agreement are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The performance of any condition or obligation imposed on a party under this Agreement may be waived only in writing by you or an authorized official of Mayesh Wholesale Florist, and only to the extent stated in such writing. Headings and subheadings herein are for the convenience of the parties only, and no special meaning will attach to the headings. Mayesh Wholesale Florist shall not be responsible for its failure to perform its obligations under this Agreement caused in whole or in part by events beyond its reasonable control. The Limitation of Liability Section shall survive the expiration or termination of this Agreement.
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Compliance With Law. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.
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Amendments. The parties may amend this Agreement only by the parties’ written agreement with proper Notice.
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Assumption of Risk. Client and related parties/participants expressly assume any risk of services and related activities as described herein.
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Waiver. The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future or construed as consent to any breach of the terms of this Agreement.
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Indemnification. To the extent permitted by applicable laws, both Mayesh Wholesale Florist and You agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement.
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Merger. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties.
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Force Majeure. Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), pandemic, epidemic, governmental order, or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.