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CONFIDENTIAL ESO ESA v093025 | <br /> <br />15.4 Severability. To the extent permitted by applicable law, the parties hereby waive any <br />provision of law that would render any clause of this Agreement invalid or otherwise <br />unenforceable in any respect. If a provision of this Agreement is held to be invalid or <br />otherwise unenforceable, such provision will be interpreted to fulfill its intended <br />purpose to the maximum extent permitted by applicable law, and the remaining provisions <br />of this Agreement will continue in full force and effect. <br />15.5 Modifications and Amendments. This Agreement may not be amended except through a <br />written agreement signed by authorized representatives of each party, provided that <br />the Customer agrees that ESO may rely on informal writings (including emails) of <br />Customer’s authorized representatives to (i) terminate Software products and services <br />and (ii) approve or ratify rate or tier increases for Software products and services <br />then in use by Customer. <br />15.6 Affiliate Use of Agreement. Customer may permit its Affiliates to order Services under <br />this Agreement by executing an Order referencing this Agreement. Each such Affiliate <br />shall be deemed a “Customer” solely for purposes of the applicable Order and shall be <br />responsible for compliance with the terms of this Agreement. Unless otherwise stated in <br />the applicable Order, the Affiliate placing the Order shall be solely responsible for <br />payment of all Fees associated with such Order. For purposes of this Agreement, <br />“Affiliate” means any entity that directly or indirectly controls, is controlled by, or <br />is under common control with Customer, where “control” means the possession, directly <br />or indirectly, of the power or authority to legally bind or obligate such entity, or <br />otherwise direct or cause the direction of the management and policies of such entity, <br />whether through ownership of voting securities, by contract, or otherwise. <br />15.7 Force Majeure. No delay, failure, or default will constitute a breach of this Agreement <br />to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of <br />God or of nature, strikes or other labor disputes, riots or other acts of civil <br />disorder, embargoes, or other causes beyond the performing party’s reasonable control <br />(collectively, “Force Majeure”). In such event, however, the delayed party must promptly <br />provide the other party notice of the Force Majeure. The delayed party’s time for <br />performance will be excused for the duration of the Force Majeure, but if the event <br />lasts longer than 30 days, the other party may immediately terminate the applicable <br />Order. <br />15.8 Marketing. If requested by ESO, Customer agrees to reasonably cooperate with ESO’s <br />preparation and issuance of a <br />public announcement regarding the relationship of the parties. <br />15.9 Waiver & Breach. Neither party will be deemed to waive any rights under this Agreement <br />except through an explicit written waiver made by an authorized representative. No <br />waiver of a breach of this Agreement will constitute a waiver of any other breach <br />hereof. <br />15.10 Survival of Terms. Unless otherwise stated, all of ESO’s and Customer’s respective <br />obligations, representations and warranties under this Agreement which are not, by the <br />expressed terms of this Agreement, fully to be performed while this Agreement is in <br />effect shall survive the termination of this Agreement. <br />15.11 Ambiguous Terms. This Agreement will not be construed against any party by reason of its <br />preparation. <br />15.12 Governing Law. This Agreement, any claim dispute or controversy hereunder (a “Dispute”) <br />will be governed by (i) the laws of the State of Texas, or (ii) if Customer is a city, <br />county, municipality or other governmental entity, the law of state where Customer is <br />located, in each case foregoing without regard to its conflicts of law. The UN <br />Convention for the International Sale of Goods and the Uniform Computer Information <br />Transactions Act will not apply. In any Dispute, each party will bear its own attorneys’ <br />fees and costs and expressly waives any statutory right to attorneys’ fees. <br />15.13 Sunset. ESO may discontinue Support Services for Licensed Software upon six months’ notice <br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E