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11.4. Survival. Sections 1(Definitions), 3 (Payment Terms), 4 (Confidentiality), 5 (Ownership and Proprietary
<br />Rights), 6.4 (Disclaimer), 7 (Indemnification), 8 (Limitation of Liability), 9.2 (Customer Data), 11.3 (Effect of
<br />Termination), 11.4 (Surviving Provisions), and 12.1-12.10 (General Provisions) will survive any termination or
<br />expiration of this Agreement.
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<br />12.1. Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder
<br />will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the second business
<br />day after mailing, or (iii) sending by confirmed email if sent during the recipient's normal business hours (or, if
<br />not, then on the next business day). Notices will be sent to the address specified by the recipient in writing
<br />when entering into this Agreement or establishing Customer's account for the Subscription Service (or such
<br />other address as the recipient may thereafter specify by notice given in accordance with this Section 12.1).
<br />12.2. Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the
<br />laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and
<br />venue of any action related to the Subscription Service or this Agreement will be the state and federal courts
<br />located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction
<br />and venue in such courts.
<br />12.3. Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its
<br />activities under this Agreement including, but not limited to, export laws and regulations of the United States
<br />and other applicable jurisdictions. Without limiting the foregoing, Customer will not permit Authorized Users
<br />to access or use the Subscription Service in violation of any U.S. export embargo, prohibition or restriction.
<br />Further, in connections with the services performed under this Agreement and Customer's use of the
<br />Subscription Services, the Parties agree to comply with all applicable anti -corruption and anti -bribery laws,
<br />statutes, and regulations.
<br />12.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture,
<br />agency, fiduciary or similar relationship between the parties.
<br />12.5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this
<br />Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided
<br />herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
<br />12.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary
<br />to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of
<br />the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement
<br />will remain in effect.
<br />12.7.Assir-,nment. Customer may not assign or transfer this Agreement, whether by operation of law or
<br />otherwise, without the prior written consent of Accela. Any attempted assignment or transfer, without such
<br />consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties,
<br />their respective successors and permitted assigns.
<br />12.8. Publicity. Subject to the provisions of Section 5, each party will have the right to publicly announce the
<br />existence of the business relationship between parties. In addition, during the Subscription Period of
<br />Customer's Subscription Service use, Accela may use Customer's name, trademarks, and logos (collectively,
<br />"Customer's Marks") on Accela's website and marketing materials to identify Customer as Accela's customer,
<br />REV: 02-10-20 PR
<br />ATTY/AGR.2020.022/Accela, inc. (Page 10 of 18)
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