11.1 Notices. All notices must be in writing and
addressed to the other party’s legal department and
primary point of contact. The email address for notices
being sent to Vendor is provided on the Listing. Notice
will be treated as given on receipt as verified by written
or automated receipt or by electronic log (as applicable).
11.2 Assignment. Neither party may assign any part of
this Agreement without the written consent of the other,
except to an Affiliate where: (a) the assignee has agreed
in writing to be bound by the terms of this Agreement; (b)
the assigning party remains liable for obligations under
the Agreement if the assignee defaults on them; and (c)
the assigning party has notified the other party of the
assignment. Any other attempt to assign is void.
11.3 Change of Control. If a party experiences a change
of Control (for example, through a stock purchase or sale,
merger, or other form of corporate transaction): (a) that
party will give written notice to the other party within
thirty days after the change of Control; and (b) the other
party may immediately terminate this Agreement any time
between the change of Control and thirty days after it
receives that written notice.
11.4 Force Majeure. Neither party will be liable for
failure or delay in performance to the extent caused by
circumstances beyond its reasonable control.
11.5 No Agency. This Agreement does not create any
agency, partnership or joint venture between the parties.
11.6 No Waiver; Severability. Neither party will be
treated as having waived any rights by not exercising (or
delaying the exercise of) any rights under this Agreement.
If any term (or part of a term) of this Agreement is
invalid, illegal, or unenforceable, the rest of the
Agreement will remain in effect.
11.7 No Third-Party Beneficiaries. This Agreement does
not confer any benefits on any third party unless it
expressly states that it does.
11.8 Export Control. The Service, Support, and
Documentation may be subject to export control laws and
regulations. Customer may not access or use the Service,
Support, Documentation, or any underlying information or
technology except in full compliance with all applicable
export control laws. None of the Service, Support,
Documentation, or any underlying information or technology
may be accessed or used (a) by any individual or entity in
any country to which the United States has embargoed
goods; or (b) by anyone on the U.S. Treasury Department’s
list of specially designated nationals or the U.S.
Commerce Department’s list of prohibited countries or
debarred or denied persons or entities.
11.9 Governing Law. All claims arising out of or relating
to this Agreement or the Service will be governed by
California Law, excluding that state’s conflict of laws
rules, and will be litigated exclusively in the federal or
state courts of Santa Clara County, California, USA. The
parties consent to personal jurisdiction in those courts.
The United Nations Convention for the International Sale
of Goods does not apply to this Agreement.
11.10 Entire Agreement; Amendments. This Agreement sets
out all terms agreed between the parties and supersedes
all other agreements between the parties relating to its
subject matter. In entering into this Agreement, neither
party has relied on, and neither party will have any right
or remedy based on, any statement, representation or
warranty (whether made negligently or innocently), except
those expressly stated in this Agreement. Any amendment
must be in writing, signed by both parties, and expressly
state that it is amending this Agreement.
11.11 Conflicting Languages. If this Agreement is
translated into any language other than English, and there
is a discrepancy between the English text and the
translated text, the English text will govern unless
expressly stated otherwise in the translation.