12.1 Controlling Law. This Agreement and any disputes arising out of or related thereto will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Either party may seek injunctive or other emergency relief in any competent court.
12.2 Assignment. Customer may assign this Agreement in its entirety to a surviving person or entity under a merger or acquisition of Customer, upon written notice to Skycore. We may assign this Agreement to its parent or affiliate or a surviving person under a merger or acquisition of Skycore or the assets of the business to which this Agreement relates, upon written notice to Customer. Except as provided in this Section 12.2, Customer may not assign, voluntarily, by operation of law or otherwise, any rights or obligations under this Agreement without our prior written consent.
12.3 Severability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.4 Notices. Any notice under this Agreement must be given in writing. Either party may provide notice to the other via email to a designated contact address. Either parties notices to the other will be deemed given upon the first business day after it sends the notice. The communications between you and us use electronic means. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
12.5 Language. English is the language of this Agreement, and all communications and proceedings must be conducted in English. If this Agreement is translated, then the English language version will control.
12.6 Force Majeure. Neither party will be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results directly or indirectly from an event beyond such party’s reasonable control.
12.7 Injunctive Relief. Each party acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement may cause irreparable injury, that money damages may be an inadequate remedy and that each party will be entitled to seek temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain the other party from such breach or threatened breach. Nothing in this Section will be construed as preventing a party from pursuing any and all remedies available to it, including the recovery of money damages.
12.8 Independent Contractors. The parties are independent contractors under this Agreement and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Nothing in this Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership or trust between the parties. No party has authority to bind the other party.
12.9 Export. Customer will not and will not allow any third-party to remove or export from the U.S. or allow the export or re-export of any part of the Service or any direct product thereof: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan or Syria (to the extent the U.S. government or any agency thereof restricts export or re-export to such countries); (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any U.S. or foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.
12.10 Changes to the Agreement. We may modify this Agreement from time to time provided that If a modification materially impacts this Agreement, We will use reasonable efforts to notify you. If we modify this Agreement during the Customer’s then-current Term, the modified version will only be effective upon the Customer’s next renewal of a Term. If Customer objects to the updated Agreement, as Customer’s exclusive remedy, Customer may choose not to renew, including cancelling any Term set to auto-renew.
12.11 Entire Agreement. This Agreement together with any Order Form constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto and related to the subject matter hereof are expressly canceled. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order (other than the bill to, ship to, and pricing) or any other related documentation submitted by or on behalf of Customer to us will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision.