11.1. Dispute Resolution; Governing Law; Forum. The parties shall use good faith, reasonable efforts to resolve any dispute before initiating legal action. The laws of the State of Texas, excluding choice of law principles, govern this Agreement. Venue for any disputes shall take place in Austin, Texas.
11.2. Notices. Notices under this Agreement must be in writing and will be considered given upon: (i) delivery by traceable courier or mail (delivery confirmation/ return receipt requested); or (ii) the second business day after sending by email. Notices to Blazestack should be sent to email@example.com. Billing notices and notices relating to this Agreement will be sent to the contacts designated by Customer on the Order Form.
11.3. Customer References. During the Term, Blazestack may include Customer’s name, logo and success stories in Blazestack’s website, press releases, promotional and sales literature, and lists of customers.
11.4. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an event outside the reasonable control of the obligated party, including but not limited to an electrical, internet, or telecommunication change or outage not caused by the obligated party; government restrictions; or illegal acts of third parties. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.5. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld), except either party may assign this Agreement in its entirety without the other party’s consent to its affiliate or as part of a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.
11.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.7. Waiver. No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right, unless expressly stated in this Agreement.
11.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable. The provision will be disregarded only if such modification is not possible or is prohibited by law. The remaining provisions of this Agreement will remain in effect.
11.9. Order of Precedence. If there is a conflict or inconsistency between any Order Form and this Agreement, the Order Form will control.
11.10. Entire Agreement; Amendment. This Agreement is the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No change to any provision of this Agreement or any Order Form will be effective unless in writing and signed by an authorized signatory of the party against whom the change is asserted.
11.11. Headings. Headings are for reference only and do not affect the meaning or interpretation of this Agreement.
11.12. Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart is an original. All counterparts together form one document.