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forth on the cover of this Agreement. Notice to Proactis shall restrictions of this Agreement shall remain in full force and
<br /> be delivered to:Perfect Commerce,LLC, One Compass Way, effect. The failure of either Party to enforce at any time any of
<br /> Suite 120, Newport News, VA 23606, Attention: Legal the provisions of this Agreement shall not be deemed to be a
<br /> Department. Either Party may change its address for notice waiver of the right of either Party thereafter to enforce any
<br /> by notice to the other Party given in accordance with this such provisions. No waiver, amendment or variation to this
<br /> Section. Notices will be considered to have been given at the Agreement shall be valid unless in writing and signed by both
<br /> time of actual delivery in person,three(3)business days after Parties. Nonperformance of either Party shall be excused to
<br /> deposit in the mail as set forth above, or one (1) day after the extent that performance is rendered impossible by Force
<br /> delivery to an overnight air courier service. Majeure. This Agreement may be executed in counterparts,
<br /> 11.2 Representations. Each Party represents and warrants that: each of which so executed will be deemed to be an original
<br /> (i) It is duly organized, validly existing and in good standing and such counterparts together will constitute one and the
<br /> under the laws of its state of domicile;(ii)It has the power and same Agreement. Section and Attachment headings are for
<br /> authority to execute, deliver and perform under this ease of reference only and do not form part of this
<br /> Agreement; and (iii) This Agreement constitutes a valid and Agreement. This is an integrated Agreement and all exhibits,
<br /> binding obligation enforceable in accordance with its terms. schedules and attachments hereto and incorporated herein
<br /> constitute the entire,final,complete and exclusive agreement
<br /> 11.3 Not Used. between the Parties and supersede all previous agreements,
<br /> 11.4 Assignment. Neither this Agreement nor any rights under this intentions, or representations, oral or written, relating to this
<br /> Agreement may be assigned or otherwise transferred by Agreement. Any and all terms and conditions contained in,
<br /> Customer, in whole or in part, whether voluntarily or by incorporated into,or reference by any purchase order or other
<br /> operation of law, except that Customer may assign this document relating to the Services that add to or conflict with
<br /> Agreement in connection with a sale of its assets, merger or the terms in this Agreement shall be deemed invalid. This
<br /> consolidation or other transaction commonly known as a Agreement may not be modified or amended except in a
<br /> business combination. Subject to the foregoing, this writing signed by a duly authorized representative of each
<br /> Agreement will be binding upon and will inure to the benefit of Party. Both Parties acknowledge having read the terms and
<br /> the Parties and their respective successors and assigns. conditions set forth in this Agreement and all attachments
<br /> Notwithstanding anything to the contrary, Proactis shall have hereto, understand all terms and conditions, and agree to be
<br /> the right to subcontract any of its obligations hereunder to bound thereby. No employee, agent, representative, or
<br /> third parties, provided that Proactis shall remain primarily affiliate of Proactis has authority to bind Proactis to any oral
<br /> responsible for the performance of any such obligations. representations or warranty concerning the Software or the
<br /> 11.5 Governing Law. This Agreement shall be governed, SaaS Products or Services. Any written representation or
<br /> construed and enforced in accordance with the laws of the warranty not expressly contained in this Agreement(including
<br /> state in which Customer is located, without reference to any Attachments) will not be enforceable.
<br /> conflict of laws principles. In any action or proceeding to
<br /> enforce rights under this Agreement, the prevailing Party will
<br /> be entitled to recover costs and reasonable attorney's fees
<br /> from the other Party.
<br /> 11.6 Independent Contractors. The relationship of Proactis and
<br /> Customer established by this Agreement is that of
<br /> independent contractors, and nothing contained in this
<br /> Agreement shall be construed or implied to give either Party
<br /> the power to direct or control the day-to-day activities of the
<br /> other or constitute the Parties as partners,joint venturers, co-
<br /> owners or otherwise as participants in a joint or common
<br /> undertaking.
<br /> 11.7 Publicity. The Parties agree that any press release, public
<br /> announcement, confirmation or other information regarding
<br /> this Agreement or the transactions contemplated hereby
<br /> shall be made only after each Party has approved in writing
<br /> the time, form and content of any such information to be
<br /> disseminated to third parties or the public. Customer
<br /> hereby grants Proactis the right to refer to the name of
<br /> Customer and Customer's products or services, in its client
<br /> listings,on its web site,in a client profile,and in future press
<br /> releases.
<br /> 11.8 Compliance with Laws. Proactis Policies and Procedures.
<br /> Proactis and Customer agree to comply with all applicable
<br /> federal, state, and local laws, executive orders and
<br /> regulations issued,where applicable. Customer shall comply
<br /> with reasonable Proactis policies and procedures where the
<br /> same are posted, conveyed, or otherwise made available to
<br /> Customer. In addition, Proactis will not discriminate against
<br /> any employee or applicant for employment,to be employed in
<br /> the performance of this Agreement, with respect to his or her
<br /> hire,tenure,terms,conditions or privileges of employment,or
<br /> any matter directly or indirectly related to employment,
<br /> because of his or her race, color, religion, national origin or
<br /> ancestry.
<br /> 11.9 Miscellaneous. In the event that any provision of this
<br /> Agreement conflicts with governing law or if any provision is
<br /> held to be null, void or otherwise ineffective or invalid by a
<br /> court of competent jurisdiction: (i) such provision shall be
<br /> deemed to be restated to reflect as nearly as possible the
<br /> original intentions of the Parties in accordance with applicable
<br /> law; and (ii) the remaining terms, provisions, covenants and
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<br /> Master Services Agreement
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