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<br />8 <br /> <br />13.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the <br />other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed <br />modified so that it is valid and enforceable to the maximum extent permitted by law. <br />13.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be <br />deemed a waiver of any other provision or of such provision on any other occasion. <br />13.6 No Assignment. Except as provided in Section 13.10, neither party will assign, subcontract, delegate, or <br />otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the <br />other party, and any attempted such assignment, subcontract, delegation, or transfer in violation of the foregoing will be null <br />and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, <br />reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. <br />The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. <br />13.7 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, <br />regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material and Documentation. <br />13.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the <br />payment of Fees owed) or failure to perform such duties or obligations will not be considered a breach of this Agreement if <br />such delay or failure is caused by a labor dispute, shortage of materials, fire, earthquake, flood, denial of service or other <br />cyber-attack, diminishment of telecommunications or data networks or services, refusal of a license by a government agency <br />or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the <br />circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. <br />13.9 Independent Contractors. Customer’s relationship to Remix is that of an independent contractor, and <br />neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, <br />any authority to act on behalf of Remix. <br />13.10 Subcontractors. Remix may use the services of subcontractors and permit them to exercise the rights <br />granted to Remix in order to provide the Services under this Agreement, provided that Remix remains responsible for (a) <br />compliance of any such subcontractor with the terms of this Agreement and (b) for the overall performance of the Services <br />as required under this Agreement. <br />13.11 Notices. All notices required or permitted under this agreement must be delivered in writing, if to Remix, <br />by emailing team@remix.com and if to Customer by emailing the Customer Point of Contact email address listed on the <br />Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy <br />of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or <br />registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party <br />may change its email address and/or address for receipt of notice by giving notice of such change to the other party. <br />13.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed <br />an original and all of which will be taken together and deemed to be one instrument. <br />13.13 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with <br />respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to <br />such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, <br />will be effective unless in writing and signed by an authorized signatory of Customer and the Remix. <br /> <br />DocuSign Envelope ID: 7D193E84-19B0-44EA-869F-A0805D3FC7A8