11.1 Entire Agreement. This Agreement (including the Statements of Work) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement. Any inconsistent or additional terms on any related purchase order, vendor form, invoices, policies, confirmation or similar form, even if signed by the parties hereafter, will have no effect under this Agreement. In the event of any conflict between the terms of this Services Agreement and the terms of any Statement of Work, the terms of this Services Agreement will control unless otherwise explicitly set forth in a Statement of Work. No modification, consent or waiver under the Agreement will be effective unless in writing and signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of the Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
11.2 Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of New York, without regard to its choice of law principles that would cause the application of the law of any other jurisdiction other than the State of New York. The parties hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of New York (or federal courts sitting in the State of New York) for the purposes of adjudicating any matter arising from or in connection with this Agreement. Resolute also waives any right to object to such venue on the basis of forum non conveniens or otherwise.
11.3 Remedies. Each party agrees that, in the event of any breach or threatened breach of Section 2 (Confidentiality), the non-breaching party may suffer irreparable damage for which it may have no adequate remedy at law. Accordingly, the non-breaching party will be entitled to seek injunctive and other equitable remedies in any competent court to prevent or restrain such breach or threatened breach, without the necessity of posting any bond or other surety.
11.4 Notices. All notices under this Agreement will be in writing and delivered to the parties at their respective physical or e-mail addresses stated herein or at such other address designated by written notice in accordance with this Section 11.4. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
11.5 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control including, without in any way limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood, strike, war, insurrection, riot, act of God or the public enemy, epidemic or pandemic, failures in any telecommunications, network or other service or equipment that are not within a party’s reasonable control, unauthorized access, breach of firewalls or other hacking by third parties, instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement), the affected party’s performance will be excused or extended for the period of delay or inability to perform due to such occurrence.
11.6 Publicity. Client hereby grants to Resolute a non-exclusive, royalty-free, limited license to use Client’s name, logo and trademark(s) (collectively “Trademarks”) on Resolute’s website and in other marketing materials to identify Client as a customer, provided that Resolute will: (a) only use Trademarks in the form and manner and in accordance with the quality standards and usage guidelines that Client specifically prescribes; and (b) immediately cease all use of the Trademarks upon termination of this Agreement for any reason.
11.7 Assignment. Client may not assign or delegate this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without prior written consent of Resolute, which consent may not unreasonably be withheld; provided, however, that Client may assign its rights and benefits and delegate its duties and obligations to an affiliate or to a transferee of all or substantially all of the assets or common stock of Client.
Client has entered into this Agreement with Resolute in reliance on the specific qualifications of Resolute to provide the Services contemplated hereunder; therefore, Resolute may not assign this Agreement or any of its rights or obligations hereunder without prior written consent of Client, which consent may not unreasonably be withheld; provided, however, that Resolute may assign its rights and benefits and delegate its duties and obligations to an affiliate or to a transferee of all or substantially all of the assets or common stock of Resolute.