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System Agreement
<br /> 17. Force Majeure. Neither party shall be liable for any delay or failure in performance under this Agreement
<br /> arising out of acts or events beyond its reasonable control, including but not limited to acts of God,war,terrorist
<br /> acts,fire,flood,explosion,riot,embargo,acts of the Government in its sovereign capacity, labor disputes,
<br /> unavailability of equipment,software or parts from vendors,or changes requested by Customer. The affected party
<br /> shall provide prompt notice to the other party and shall be excused from performance to the extent of such caused
<br /> delays or failures,provided that the party so affected shall use reasonable efforts to remove such causes of such
<br /> delays or failures and both parties shall proceed whenever such causes are removed or cease. If performance of
<br /> either party is prevented or delayed by circumstances as described in this section for more than ninety(90)days,
<br /> either party may terminate the affected Service or Statement of Work. Notwithstanding the foregoing,Customer
<br /> shall not be relieved of its obligation to make any payments,including any late payment charges as provided in
<br /> Section 2.2,above,that are due to Verizon hereunder.
<br /> 18. Assignment. Neither party may,without the prior written consent of the other party,assign or transfer its
<br /> rights or obligations under this Agreement;consent shall not be unreasonably withheld or delayed. Notwithstanding
<br /> the foregoing,Verizon may,without prior notice,assign this Agreement,in whole or in part,to any Verizon affiliate
<br /> or to any successor entity upon the merger,reorganization,consolidation or sale of all or substantially all of
<br /> Verizon's assets associated with the equipment or Services provided pursuant to this Agreement. For purposes of
<br /> this Section,"affiliate"shall mean a person or entity that directly or indirectly controls,is controlled by,or is under
<br /> common control with Verizon. Any attempt to assign this Agreement in contravention of this Section shall be void
<br /> and of no force and effect.
<br /> 19. Governing Law. This Agreement shall be governed by the substantive laws of the State of Delaware,
<br /> without regard to its choice of law principles.
<br /> 20. Non-Waiver/Severability. Either party's failure to enforce any of the provisions of this Agreement or to
<br /> exercise any right or option is not a waiver of any such provision,right,or option, and shall not affect the validity of
<br /> this Agreement.Any waiver must be written and signed by the parties. If any provision of this Agreement or the
<br /> provision of any Service or equipment under the terms hereof is held to be illegal, invalid,or otherwise prohibited
<br /> under applicable law or regulation in any State or jurisdiction,then this Agreement shall be construed as if not
<br /> containing such provision or not requiring the provision of such invalid, illegal,or prohibited Service or equipment
<br /> in such State or jurisdiction.
<br /> 21. Publicity. Except as required by law,the parties shall keep this Agreement confidential and shall not
<br /> disclose this Agreement or any of its terms without the other party's written consent. Neither party shall use any
<br /> trademark,trade name,trade dress or any name,picture or logo which is commonly identified with the other party or
<br /> its affiliates,or from which any association with such party or its affiliates may be inferred or implied,in any
<br /> manner,including but not limited to advertising,sales promotions,press releases or otherwise,without the prior
<br /> written permission of such party. Notwithstanding any contrary term in this Agreement,the parties may issue or
<br /> permit issuance of a press release or other public statement concerning this Agreement,provided,however,that no
<br /> such release or statement shall be published without the prior mutual consent of the parties.
<br /> 22. Notices. All notices or other communication given or required by either party to the other under this
<br /> Agreement shall be deemed to have been properly given if hand-delivered,mailed by certified mail return receipt
<br /> requested,or sent by facsimile with confirmation of receipt or by overnight courier. Such notices and
<br /> communications shall be deemed effective upon receipt. If to Verizon,notices should be sent to Verizon National
<br /> Contract Repository,700 Hidden Ridge,MC:HQW02L25,Irving,TX 75038,and if to Customer to the address
<br /> specified on the cover sheet. Such address may be changed by either party by notice sent in accordance with this
<br /> Section.
<br /> 23. Limitation of Actions. A party may bring no action or demand for arbitration arising out of this Agreement
<br /> more than two(2)years after the cause of action has accrued. The parties waive the right to invoke any different
<br /> limitation on the bringing of actions under state law.
<br /> 24. Compliance with Laws. Each party shall comply with the provisions of all applicable federal,state,and local
<br /> laws,ordinances,regulations and codes in its performance under this Agreement or any Statement of Work,
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