23-076 - National Purchasing Partners (NPPGov) - Intergovernmental Cooperative Purchasing Agreement

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DocuSign Envelope ID: 43C4B866-FBF2-4ECB-ACOB-CE3E891 E86B6 11. NOTICES, GOVERNING LAW AND JURISDICTION 11.1. General, INot ces shoulld be dIrected and sent to CEO, Ildformer Systems, 1900 S. INorfollk Street SuOte 350, San Mateo, CA 94403, These "Terms of SeNce are governed by and construed in accordance WIth .the laws of .the State of CalljtornOa, UnOted States of Amenca, without regards to OLs prOnciplles of confOOcts of Ilaw. You agree to submjt to the excllusOve ilunsdOct on of any State or 11""ederall court llocated On the County of San Mateo, UnOted States of America, arid waive aoly jj risdOct onall, venue or Iinconvenient .forum object ons to such ccurts lt.a. Manner of Giving Noth:e. lExcept as otherwise spec fied in the Terms of SeriOceallO not ces, permissdros and approvals hereunder shallO be On wrOtIng and shallO be deemed to lhave been gOven persona0dellOvery, (iII) the second busIIIness day after mailling, i the second business day after send ng Ihy confOirmed Lacs mile or (iv) the first busOness day after se: id by emallO (provided emall0 shall0 not be Slifflicilent for not ces of .termlination or an lindemnii.fliablle clIalim). Not ces to You shall be addressed to the system adriOnOstrator designated by You for Your rellevamt Services accr.alunt, and Iin the case of Ihill0Iing-rellated not ces, to the rellevant11)1i0Oling contact designated by You,. 11.3., Waiver of Jury Trial. Each party hereby waII'ves any right to jury Li all On connect on WIth any actio In or Ilitigat on IIon any way arlislirig out of or related to the 'Terms of Serviice. 12. GENERAL PROVISIONS 12.1, Compliance. Each party shiallOcomplly with the export laws and regullat ons of the United States and other appIllicabOe jurilsdlictic.)nslin providing and usling the Serviices. 1A/lith LA Il limiting the .foregc.)ling, (11) eac.;111 party represents that Otils not named on any U.S. government Oist of persons or entt es prohibII.ted .from receOvOng exports, and (II) You shall not permit Users to access or 'use ServOces ni vOollatIon of any U.S. export embargo, prord b Lan or restricton. 12.2. 11RelllationsIniIo of tlhe IParties. The parties are Ondependent. -11he 'Terms of Serviice do not create a jpartnershiip, .franchiise, joint venture„ agency, .fidudary or employment rellat onshOp between the part es,. 12.3. No 'll'hiird-11:3artyll3enefiiiciaries. -11There are no .third -party lbenet darOes to the Terms of Service. 12.4. 'aiver and Cumulative 11:lernediIes. No .faiiOure or delay by either party iin exerciisiing any right under 'the. Terris of ServOce shall constitute a waIIver of that oight. Other than as expresslly stated hereM, the remedOes provided hereOn are On addItIon to, and not excllusive of, any other remedOes of a party at law or in equity. 12.5. Severalleitity., Of any provision of .the Terms of SeNce s held by a court of competent junsdIction to be contrary to law, the provisOon shall0 be rpodIfied by the court and Onterpreted so as best to accomplish the objectives of the ongOnaO prc.)vOsOon to the .fulIllest extent permOtted lby0aw, and the remain ng jprovOsions of the 'Terms of :Service shallOremaIIn Iin effect, 126 Attorney 11:::'ees. You shall0 pay on demand all0 of Our reasoroablle attorney fees and other costs Oncurred by Us to co011ect any fees or charges due Us under .these 'Terms of Service folldwing Your breach of Secton 4.2 (OnvoOdng and Payment) 12.7.. Assignment.. INeither party may assOgn any of its nghts or oblligatOons Ineretinder, whether by operation of law or otherwise, wjthout .the prior widtten conserot of the other party (not to be LI In reasonably w[thheid). Notwi.thstandOng the foregoOng„ ether party may assOgn the Terms of ServOce n lits entirety, wIthout consent of the other party, to Ots Afflilate or On connection with airroerger, acco.JOsitIon, corporate reor,gadIzatIon, or sale of all or S 111 bsta ntiallOy all of its assets not Onvollying a direct competitor of the other jparty. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non -assigning party's election, termination of the Terms of Service upon written notice to the 23