All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Vantage’s Legal Department is email@example.com
. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).16.2. Assignment.
Customer may not assign any part of this Agreement without the written consent of Vantage, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.16.3. Change of Control.
If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and 30 days after it receives that written notice.16.4. Force Majeure.
Neither party will be liable for failure or delay in performance (other than the payment of outstanding fees) to the extent caused by circumstances beyond its reasonable control, such as natural disasters or other catastrophes.16.5. No Agency.
This Agreement does not create any agency, partnership, or joint venture between the parties.16.6. No Waiver.
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.16.7. Severability.
If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.16.8. No Third-Party Beneficiaries.
This Agreement does not confer any benefits on any third party unless it expressly states that it does.16.9. Equitable Relief.
Nothing in this Agreement will limit either party’s ability to seek equitable relief.16.10. U.S. Governing Law.
For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF NEW YORK (EXCLUDING NEW YORK’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN NEW YORK COUNTY, NEW YORK.For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY NEW YORK LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK COUNTY, NEW YORK, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.16.11. Amendments.
Except as set forth in Section 1.7(b), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.16.12. Survival.
The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.4, 13, 14, and 16.16.13. Entire Agreement.
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Vantage may provide an updated URL in place of any URL in this Agreement.16.14. Conflicting Terms.
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: this Agreement, and the terms at any other URL.16.15. Definitions.