11. GENERAL TERMS
a. CoreView Platform Updated. Client acknowledges and agrees that CoreView may from time to time updated and make changes to the CoreView Platform without changing any core functionality to (i) fullfill market needs and demand, or (ii) due to changes of Client’s Data availability from Microsoft or iii) due to changes in applicable law.
b. Non-Solicitation. During the term of this Agreement, and for a period of twelve (12) months thereafter, neither party will directly for itself, or indirectly by, through, or for others, solicit for employment or attempt to employ any person that is involved in the performance of this Agreement; provided, however, the foregoing will not (i) preclude a party from hiring personnel that respond to advertising or job postings directed at the general public or submit unsolicited resumes, (ii) prohibit a general non-targeted solicitation of employment in the ordinary course of business, or (iii) prevent either party from employing any employee who contacts such party at his or her own initiative without any direct or indirect solicitation by or encouragement from such party.
c. Interpretation. All headings in this Agreement are included solely for convenience, and shall not affect its interpretation. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable as drafted, that provision shall be severed and the enforceability of other provisions shall not be affected.
d. Waiver. The failure by a party to exercise any right or remedy hereunder will not operate as further waiver of such right or remedy in the future or any other right or remedy. No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise.
e. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. This Agreement, together with the applicable Order, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior or separate agreements, oral and written, between the parties concerning the subject matter of this Agreement, and supersedes the terms of any Client purchase order, and such terms are rejected by the parties.
f. Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it or its supplier(s) 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, but not limited to, acts of God, power outages, or failures of the Internet, provided that the party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated. This clause only applies if: (i) the Claiming Party could not have avoided the effect of the Force Majeure Event by taking precautions that, having regard to all matters known to it before the occurrence of the Force Majeure Event, it ought reasonably to have taken but did not take; and (ii) the Claiming Party has used all reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under this Agreement in any other way that is reasonably practicable.
g. Governing Law. The interpretation of this Agreement shall be governed by the laws of the State of New York, USA, without regard to its conflict of laws principles. The United Nations Convention for the International Sale of Goods is excluded. The parties agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts in County of New York, USA.
h. Amendments. This Agreement may be modified or amended only by a written agreement signed by both parties.
i. Notices. All notices under this Agreement will be in writing and mailed, or delivered (including by email) to each party at the addrss set forth in the applicable Order (as it may be modified by the recipient by notice to the other). All such notices will be effective upon delivery, but when emailed, such notices will be effective only upon confirmation of receipt.
j. Entire Agreement. This Agreement, together with the Service Terms and Conditions, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior or separate agreements between the parties concerning the subject matter of this Agreement, and supersedes the terms of any Client purchase order, and such terms are rejected by the parties.