Orange County NC Website
<br /> <br /> <br /> 13 <br />File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision: 9/29/2021 <br />23.6 Export Controls. The Services and any <br />derivatives thereof may be subject to export laws <br />and regulations of the United States and other <br />jurisdictions. Each party represents that it is not <br />named on the United States' government denied- <br />party list. Additionally, you shall not permit End <br />Users to access or use the Subscription Services <br />while located in a United States embargoed <br />country (currently Cuba, Iran, North Korea, Sudan, <br />Syria or Crimea), or in violation of any United <br />States' export law or regulation. <br />23.7 Anti-Bribery. You agree that neither your <br />employees, agents or representatives have <br />received or been offered any illegal or improper <br />bribe, kickback, gift, or thing of value from us, or <br />any member of our Team, in connection with the <br />Agreement. If you learn of any violation of the <br />above restrictions, you agree to promptly notify us. <br />23.8 Legal Advice. All Professional Services and <br />other information provided to you in the normal <br />course of our business relationship should be <br />considered for informational purposes only and is <br />not to be taken as legal advice. You are advised to <br />speak with your own independent counsel about <br />all matters of a legal nature. <br />23.9 Waiver; Cumulative Remedies. No failure or <br />delay by either party in exercising any rights under <br />the Agreement shall constitute a waiver of that <br />right. Other than as expressly stated herein, the <br />remedies provided in the Agreement are in <br />addition to, and not exclusive, of any other <br />remedies of a party at law or in equity. <br />23.10 Assignment. Neither party may assign any of <br />its rights or obligations hereunder, whether by <br />operation of law or otherwise, without the prior <br />written consent of the other party (not to be <br />unreasonably withheld). Notwithstanding the <br />foregoing, we may assign this Agreement in its <br />entirety without your consent, to our affiliates or in <br />connection with a merger, acquisition, corporate <br />reorganization, or sale of all or substantially all of <br />our assets not involving one of your direct <br />competitors. Subject to the foregoing, the <br />Agreement shall bind and inure to the benefit of <br />the parties, their respective successors and <br />permitted assigns. Should you object to the <br />assignment of this Agreement in connection with a <br />merger, acquisition, corporate reorganization, or <br />sale of all or substantially all of our assets, you shall <br />have the right to terminate this Agreement for <br />convenience. <br />23.11 Force Majeure. Neither party shall be in <br />default under any provision of the Agreement or <br />be liable for any delay, failure of performance or <br />interruption in Services (including the Software) <br />resulting, directly or indirectly, from causes beyond <br />our reasonable control, including but not limited to <br />any of the following: earthquake, lightning or other <br />acts of God; fire or explosion; electrical faults; <br />vandalism; cable cut; water; hurricanes; fire; <br />flooding; severe weather conditions; actions of <br />governmental or military authorities; national <br />emergency; insurrection, riots or war; terrorism or <br />civil disturbance; strikes, lock-outs, work stoppages <br />or other labor difficulties; supplier failure; <br />shortage; or telecommunication or other internet <br />provider failure. <br />23.12 Survivability. Even if you terminate the <br />Agreement with us, the following sections of the <br />Agreement will still apply: Terms of Service Section <br />7.2 (Hosting Obligations); Section 16 <br />(Confidentiality); Section 17 (Protection of <br />Educational Information); Section 18 (Limited <br />Warranties); Section 19 (Limitations of Liability); <br />Section 20 (Indemnification); Section 21 (Dispute <br />Resolution); Section 22 (Notice; Governing Law; <br />Jurisdiction); Section 23.8 (Legal Advice); Section <br />23.11 (Force Majeure) and Section 23.16 (Entire <br />Agreement; Priority of Documents). <br />23.13 Severability. The invalidity or <br />unenforceability of any provision of the Agreement <br />will not affect the validity or enforceability of the <br />other provisions of the Agreement, which <br />provisions will remain in full force and effect. If any <br />provision of this Agreement shall be deemed <br />unenforceable by reason of its extent, duration, <br />scope or otherwise, then the parties contemplate <br />that the court making such determination will alter <br />DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4DocuSign Envelope ID: D8616E66-A1E5-427C-BF38-08F85D32580F