Relationship between CopierPoint and Members Member and CopierPoint are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Member's acceptance of the Member's Terms and Conditions, use of the Site or participation in the Exchange. This Membership Agreement and the Member's Terms and Conditions and the relationship between Member and CopierPoint shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. Member and CopierPoint agree that any controversy or claim arising out of or relating to the Member's Terms and Conditions and the relationship between Member and CopierPoint shall be submitted to the personal and exclusive jurisdiction of the courts located within New York County, New York. Indemnification Without limiting the generality or effect of other provisions of this Agreement, as a condition of membership, each Member agrees to indemnify, hold harmless, and defend CopierPoint, and each of its respective affiliates, subcontractors, agents, and employees against all third party claims, liabilities and damages incurred or allegedly incurred by CopierPoint arising out of such Member's engagement in transactions on the Site, including but not limited to any product or services sold on the Exchange for failure of a product to meet specifications or breach of warranty, but excluding such damages arising out of CopierPoint's gross negligence or willful misconduct. This Agreement and the Member's Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter of this Membership Agreement and supersedes and replaces any and all prior written or verbal agreements.
Headings are for references only.
A party's failure to insist upon or enforce strict performance of any provision of the Member's Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between Member and CopierPoint nor trade practice shall act to modify any provision of the Member's Terms and Conditions. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of the Member's Terms and Conditions which shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Member without prior written permission from CopierPoint.