11.1 Entire Agreement; Severability; Waiver. This Agreement, including any appendix and other schedules or documents referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, both oral and written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment or modification of this Agreement or any appendix or schedule shall be effective unless in writing and signed by both Parties. If any term or provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement shall remain in full force and effect, and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of this Agreement. Failure of Uzio at any time to enforce any of the provisions of this Agreement shall not be deemed to be a waiver of such or any other provision hereof.
11.2 Amendment. Uzio, in its sole discretion, may modify or amend the terms of this Agreement from time to time. The modified or amended terms will supersede any prior version. Uzio will notify customer of such modified or amended terms, either in writing delivered to Customer’s designated contact representative (including via email) or through notice in the Customer’s account and administration portal available to Customer within the Uzio Solution. Upon Customer’s receipt of notice, or the placement of the notice within the account and administration portal, Customer will have (thirty) 30 days to provide Uzio with written notice of its objection to the modified or amended terms. To the extent Customer effectively delivers notice, and the parties are unable to otherwise reach agreement on Uzio’s changes to this Agreement, then the prior version of the Agreement between the parties will remain in full force and effect. If Customer fails to provide written notice of its objection within the 30-day period described above, Customer hereby agrees that its continued use of the Uzio Solution to which these terms apply will be deemed acceptance of the modified or amended terms.
11.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without reference to conflict of laws principles. The courts of the Commonwealth of Virginia, or the federal courts of the United States situated therein, as applicable, shall have sole and exclusive jurisdiction over any action, claim, demand, proceeding or lawsuit whatsoever arising under or in relation to this Agreement or its subject matter. The Parties irrevocably agree, consent and submit themselves to the subject matter and personal jurisdiction of such courts for such purposes, and agree not to plead or claim in such courts that any such action has been brought in an inconvenient forum.
11.4 Relationship. Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership or similar relationship between the Parties. Uzio will act solely as an independent contractor of Customer, and neither Uzio nor Customer will have the right to act for or bind the other Party in any way or to represent that the other Party is in any way responsible for any acts or omissions of such Party.
11.5 Force Majeure. Neither Party will be held responsible for any delay or failure in performance (other than payment obligations) to the extent that such delay or failure is caused by fire, flood, explosion, civil commotion, terrorism, war, strike, labor dispute, vandalism, embargo, government regulation demand, or requirement, civil or military authority, act of nature, acts or omissions of carriers, “hacker” or denial of service attacks, or other causes beyond its control.
11.6 HIPAA Compliance. Parties have agreed to incorporate herein by reference a Business Associate Agreement (as defined by applicable law), which accompanies these terms and is intended to satisfy the requirements of the Privacy and Security Rules of the Health Insurance Portability and Accountability Act (and associated regulations), as such rules and regulations are deemed applicable to the relationship of the Parties.
11.7 Assignments; Binding Effect. This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided that this Agreement may not be assigned, or otherwise transferred by either party without the prior written consent of the other party, which the other party will not unreasonably withhold; and provided further that (i) consent is not required for an assignment to an affiliate of parties and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by parties shall not be deemed to constitute an assignment of this Agreement so long as the successor entity assumes all obligations hereunder.
11.9 Training and Documentation. Uzio will provide scheduled training and documentation (“Base Training”) to Customer with regard to the Uzio Solution all in accordance with the Training & Documentation Plan provided to Customer. In the event Customer requests training in excess of the Base Training, Uzio will provide such additional training at the then-current pricing for such services (or as otherwise specified in the Training & Documentation Plan). The number of trainees, frequency of training, and location shall be as specified in the applicable Order Form or Training and Documentation Plan provided to Customer. All training and related documentation shall be in the English language. Spanish language documentation will be provided only if approved and detailed in the Order Form. No other languages will be supported. Training and documentation shall be deemed Confidential Information of Uzio (or its licensors) and shall be treated as such by Customer, and its employees in accordance with the confidentiality obligations of this Agreement.
11.10 Branding. Customer acknowledges and agrees that the Uzio Solution made available to Customer and its Users will display publicly “Powered by Uzio” or a phrase of a similar nature as determined by Uzio in its sole discretion.
11.11 Notices. All notices under this Agreement shall be in writing, properly addressed and shall be: (a) mailed by first-class or express mail, postage prepaid; (b) sent by reputable overnight delivery service; or (c) personally delivered to the receiving Party. Each notice shall be deemed given upon receipt of such notice by the other Party. Unless otherwise provided by Customer in writing, all written notices shall be sent to the address and contact representative as set forth in the Order Form. Customer is obligated to inform Uzio in writing of any changes to Customer’s address or contact representative. Notice to Customer shall be deemed received if delivered to the address and representative set forth on the applicable Order Form, unless Customer has provided Uzio in writing with alternate information for written notices. Notices sent to Uzio should be sent to the following: