Orange County NC Website
Browse       Search
<br /> 9 <br />Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV purchase <br />order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving <br />priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Ordering Document, 3) <br />the NEOGOV Services Agreement and incorporated documents, 4) Customer terms and conditions (if any). This <br />Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. <br />This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a <br />written instrument signed by the party to be bound. <br /> <br />23. General. This Agreement shall be governed by and construed in accordance with the laws of Customer’s State, <br />without giving effect to conflict of law rules. If any provision of this Agreement is held to be illegal or <br />unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the <br />remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration <br />are those relating to limitation of liability, payment, and others which by their nature are intended to survive. All <br />notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have <br />been duly given either when personally delivered, one (1) business day following delivery by recognized <br />overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or <br />certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the <br />address set forth in the Ordering Document and (ii) NEOGOV at 300 Continental Blvd., Suite 565, El Segundo, <br />CA 90245. The waiver, express or implied, by either party of any breach of this Agreement by the other party will <br />not waive any subsequent breach by such party of the same or a different kind. This Agreement may be <br />executed in two or more counterparts, each of which will be deemed an original, but all of which taken together <br />shall constitute one and the same instrument. Delivery of a copy of this Agreement bearing an original signature <br />by facsimile transmission, by electronic mail or by any other electronic means will have the same effect as <br />physical delivery of the paper document bearing the original signature. Each party represents and warrants to the <br />other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to <br />enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement <br />by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a <br />party or by which it may be bound, nor violate any law or regulation of any court, governmental body or <br />administrative or other agency having jurisdiction over it. Customer may not assign this Agreement without the <br />express written approval of NEOGOV and any attempt at assignment in violation of this Section shall be null and <br />void. The parties intend this Agreement to be construed without regard to any presumption or rule requiring <br />construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. <br />The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to <br />the same extent as if they were set forth verbatim herein. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: F4A6FA52-A5F7-4BE8-B437-84F27FE4FB12