|
15.1 No Breach or Default. In no event will EmNet be liable or responsible to Customer, or be
<br />deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or
<br />performing any term of this Agreement, when and to the extent such failure or delay is caused by any
<br />circumstances beyond EmNet's reasonable control (a "Force Majeure Event"), including acts of God,
<br />flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or
<br />blockades in effect on or after the date of this Agreement, national or regional emergency, strikes,
<br />labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by
<br />a governmental or public authority, including imposing an embargo, export or import restriction,
<br />quota or other restriction or prohibition or any complete or partial government shutdown, or national
<br />or regional shortage of adequate power or telecommunications or transportation. Either party may
<br />terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period
<br />of 30 days or more.
<br />15.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure
<br />Event, EmNet shall give prompt written notice to Customer stating the period of time the occurrence
<br />is expected to continue and use commercially reasonable efforts to end the failure or delay and
<br />minimize the effects of such Force Majeure Event.
<br />16. Miscellaneous.
<br />16.1 Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting
<br />party's sole cost and expense, execute and deliver all such documents and instruments, and take all
<br />such further actions, necessary to give full effect to this Agreement.
<br />16.2 Relationship of the Parties. The relationship between the parties is that of independent
<br />contractors. Nothing contained in this Agreement shall be construed as creating any agency,
<br />partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship
<br />between the parties, and neither party shall have authority to contract for or bind the other party in
<br />any manner whatsoever.
<br />16.3 Public Announcements. Neither party shall issue or release any announcement, statement,
<br />press release or other publicity or marketing materials relating to this Agreement or otherwise use the
<br />other party's trademarks, service marks, trade names, logos, domain names or other indicia of source,
<br />affiliation or sponsorship, in each case, without the prior written consent of the other party, which
<br />consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that EmNet
<br />may, without Customer's consent, include Customer's name in its lists of EmNet's current or former
<br />customers of EmNet in promotional and marketing materials.
<br />16.4 Notices. All notices, requests, consents, claims, demands, waivers and other
<br />communications under this Agreement have binding legal effect only if in writing and addressed to a
<br />party as set forth in the introductory paragraph above (or to such other address or such other person
<br />that such party may designate from time to time in accordance with this Section 16.4). Notices sent
<br />in accordance with this Section 16.4 will be deemed effectively given: (a) when received, if delivered
<br />by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized
<br />overnight courier, signature required; and (c) on the 51h day after the date mailed by certified or
<br />registered mail, return receipt requested, postage prepaid.
<br />16
<br />
|