Assignment Worksheet 12.1 Agreement

12.1 This ISA is governed by the laws of the State of Western Australia. 11.2 Comprehensive Agreement: This ISA constitutes the entire agreement between the parties and supersedes all prior assurances, agreements, representations and understandings, whether oral or written, with respect to the subject matter of this ISA. 11.5 Modification: the provisions of this ISA will not be modified, unless this is concluded by a written agreement signed by both parties. 11.7 Performance: This ISA may be performed by the parties in consideration, each of which shall be considered original at the time of its performance and shall all together constitute the same agreement, provided that such ISA has no force or effect until the considerations are exchanged between the parties. 13.1 Notifications under this ISA may be sent to the relevant party for communications by hand, post or email. One. The client is a school, home school, school district, private company or other educational institution or organization that has signed the SaaS agreement on the use of the Virtuoso Learning engagement platform. part means part of this ISA and both parties to this ISA; 7.5 The Customer shall at all times release Cinglevue and its senior officers, employees, contractors and (indemnified) representatives from any loss (including legal fees, expenses and charges and liability) arising out of or incurred by claims against the Indemnified If such loss or liability was caused by a breach of the Customer`s obligations under this ISA or by intent. unlawful or negligent act or omission of the customer.

. Customer Access Facilities has the meaning given to this term in the SaaS Agreement; (a) this sub-clause applies to all goods or services supplied under this ISA which are not of a type normally acquired for personal, domestic or household use or consumed, provided that this sub-clause does not apply where the customer finds that confidence in them is not fair and proportionate; and 7.4 Without limiting the sentence below, the customer warrants that he has not relied on any insurance of Cinglevue, which has not been expressly mentioned in this ISA, nor on descriptions, illustrations or specifications of any kind with regard to Virtuoso, the instance and/or the support services, including brochures, website or promotional material produced by Cinglevue. The customer acknowledges that, to the extent that Cinglevue has given an assurance that is not expressly mentioned in this ISA, the customer has had the opportunity to independently verify the accuracy of this presentation. 12.4 Nothing in this clause shall prevent a party from seeking an urgent appeal to a court of competent jurisdiction. 4.1 Within 10 business days after Cinglevue has notified the Customer of the completion of the implementation activities, the Customer may perform user acceptance tests to the Instance to ensure that the functionality of the Instance matches the essential completion of the implementation activities. Cinglevue shall not be liable to the Customer for any loss or damage (including loss of profits, loss of good, loss of data and specific, indirect or consequential damages) suffered or which may be directly or indirectly related to this ISA (including with respect to goods or services provided in accordance with this ISA). 7.1 Nothing in this ISA excludes, limits or modifies any conditions, warranties, rights or liabilities that are implied or protected by this ISA, to the extent that such exclusion, limitation or modification would render such ISA invalid, illegal or unenforceable. Subject to this, all conditions, warranties, rights or liabilities that would otherwise be implied in this ISA or that would be protected by law are excluded.

(a) prior to the completion of this ISA, a reasonable opportunity has been given to review all goods and services that are the subject of this ISA and to ensure that it has made use of this possibility prior to the completion of this ISA; and 12.2 Subject to clause 12.3, the parties submit to the jurisdiction of the courts of Western Australia, including the courts of appeal. . . .

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