Aetrex GPS Shoes User Manual - Page 19

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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. .

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