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Spatialest Master Software and Services Agreement 13 <br /> <br />10.5 Relationship of the Parties <br />Spatialest and Customer are independent contractors, and nothing in this Agreement shall be construed <br />as making them partners or creating the relationships of employer and employee, master and servant, or <br />principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, <br />warranties or representations or assume or create any obligations, express or implied, in the other Party’s <br />name or on its behalf. <br />10.6 Publicity <br />Neither party will use, publicize, or issue any press release which includes the name, trademarks, or other <br />proprietary identifying symbol of the other party without the prior written consent of the other party; <br />provided, that Spatialest may include Customer’s name and logo on lists of selected Customers. <br />10.7 Force Majeure <br />Except for the obligation to make payments, non-performance of either Party shall be excused to the <br />extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or <br />restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable <br />control of the non-performing Party. <br />10.8 Notices <br />Any notice, approval, request, authorization, direction or other communication under this Agreement <br />shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the <br />delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day <br />after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five <br />(5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, <br />return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for <br />which a receipt is available, to the address of the Party set forth on the applicable Sales Order. Either <br />Party may change its address by giving written notice of such change to the other Party. <br />10.9 No Third-Party Beneficiaries <br />Nothing contained in this Agreement is intended or shall be construed to confer upon any person any <br />rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to <br />any such person. <br />10.10 Counterpart, Order of Precedence <br />This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an <br />original as against any Party whose signature appears thereon, but all of which together shall constitute <br />but one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic <br />mail in “portable document format” (“.pdf”), or by any other electronic means which preserves the <br />original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D