12. General Provisions
a) Assignment: Constellation may assign its rights and delegate its obligations in whole or in part to any affiliate or subcontractor without the consent of Customer. Customer may assign its rights and delegate its obligations in whole or in part to any affiliate or subcontractor only with written consent of Constellation.
b) Force Majeure: Each party will be excused from performance for any period during which and to the extent that such party, or subcontractor as permitted by this Agreement, is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, riots, acts of terrorism or war, communication line failures, and power failures.
c) Waiver: Failure to enforce any right under this Agreement will not waive that right.
d) Severability: If any term of this Agreement is held to be unenforceable or invalid, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement will remain in full force.
e) Entire Agreement and Amendments: This Agreement, including all Schedules, contains the entire agreement of the parties and supersedes all previous oral or written communications by the parties concerning the subject matter of this Agreement. This Agreement may only be amended only in a writing signed by both parties.
f) Publicity: Constellation may include Customer’s name and logo in its customer lists and on its website. Upon execution of this agreement by Customer, Constellation may issue a press release announcing the relationship and the manner in which the Customer will utilize the Services. Constellation will coordinate its efforts in this regard with appropriate communications personnel of Customer to obtain approval of the press release as needed.
g) Export Compliance: The Services, including Software, are subject to United States and other local export laws and regulations. Customer will comply with such export laws and regulations, and will obtain all required authorizations, permits, or licenses.
h) Governing Law and Jurisdiction: This Agreement will be governed by the laws of the State of New York. Customer agrees to jurisdiction and venue in the state and federal courts of New York State.
i) Independent Contractor: The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship between the parties.
j) Notices: Constellation may provide Customer with notice via email, postings on Constellation’s website, and/or regular mail to Customer at their business address. Notices to Constellation will be sent to 110 William St, FL 25, New York, New York 10038. Notices will be deemed to have been given (i) five days after mailing if sent by registered or certified United States Mail, (ii) when transmitted if by email or website posting.