a. Jurisdiction. This Agreement shall be governed by the laws of the State of California without reference to conflicts of laws. Venue for any and all actions arising out of this Agreement shall be San Francisco, California.
b. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have breached this Agreement for failure or delay of performance under this Agreement when caused by or resulting from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, acts of war or terror, insurrections, riots, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority; provided, however, that the party so affected promptly notifies the other party of the force majeure event and takes reasonable commercial efforts to avoid or remove such causes of nonperformance, and when they are removed continue performance under this Agreement.
c. 911 Emergency Services Not Provided. Customer understands and acknowledges that the Services provided by Five9 do not permit the dialing of "911" or any other emergency telephone numbers or to a public safety answering point (“PSAP”) under any circumstances, and agrees to so inform its agents. Customer agrees it will obtain arrangements with a third party to provide access to emergency services when using the Services and waives any and all such claims or causes of action against Five9 arising from Customer’s requirement to provide its agents with the ability to contact a PSAP or other Emergency Services personnel or place a 911 call, and any obligation on Five 9 to permit the dialing of 911 or other emergency telephone numbers.
d. Assignment. Neither party may transfer or assign this Agreement or any of its rights and obligations under this Agreement without the other party’s prior written consent except that either party may assign this Agreement in its entirety to a successor in interest without requiring such consent in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock.
e. Notices. All notices, authorizations, and requests in connection with this Agreement may be sent via email, first-class mail, or courier, and shall be deemed given upon receipt (if sent by electronic mail with receipt-confirmation of successful delivery). All notices shall be delivered to Five9 via email (currently email@example.com) or mail at its then-current corporate headquarters and to Customer at its most current street and/or email address(es) as provided by Customer to Five9 in the Service Order (or as updated or revised in a writing delivered by Customer to Five9).
f. General. No failure or delay in exercising or enforcing any right or remedy by either party shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is only deemed omitted to that extent and the rest of the Agreement remains enforceable. In the event of a dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees. The following sections will survive expiration or termination of the Agreement: Section 1.b. (Use Restrictions); Section 2 (Fees and Billing); Section 4 (Customer Responsibilities); Section 5 (Data Use and Retention); Section 10 (Limitation of Liability); Section 11 (Indemnification); Section 12 (Ownership of Materials and Rights); and Section 13 (Miscellaneous).
g. Interpretation. The parties agree that this Agreement, including Addendum and any related Service Orders, comprises the entire understanding and all obligations between them, and supersedes any prior agreements, including non-disclosure agreements, or correspondence with respect to the subject matter of this Agreement No amendment of this Agreement will be binding unless signed by Customer and Five9. All rights and permissions relating to use and access to the Services that are not expressly granted by Five9 in this Agreement are reserved by Five9 and outside the permitted scope of use under this Agreement. If there are terms and conditions in this Agreement regarding subjects on which a Service Order is silent, such silence will not constitute a conflict and the terms and conditions in the Agreement will control.
h. Publicity. Neither party shall make, or cause to be made, any press release or public announcement in respect of the transactions contemplated by this Agreement or otherwise communicate with or through any news or other media without the prior written consent of the other party, provided that Customer grants to Five9 a limited, revocable license during the term of this Agreement to use Customer’s name and logo on its website and marketing materials.