18.1 Governing Law & Jurisdiction
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The federal and state courts located in Fulton County, Georgia shall have exclusive jurisdiction over any disputes arising under this Agreement, except that NDM may initiate proceedings to enforce its Intellectual Property Rights in any court of competent jurisdiction. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Assignment
Neither Party may assign this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld for assignments to Affiliates or successors. NDM may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets without Customer’s consent. NDM may delegate obligations to its Affiliates.
18.3 Force Majeure
Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, government actions, labor disputes, utility interruptions, or cyberattacks. The affected Party must promptly notify the other Party and use commercially reasonable efforts to mitigate the impact.
18.4 Notices
All notices must be in writing and delivered by hand, registered mail, nationally recognized courier, or email with read receipt, to the addresses specified in the Order Form or as updated by written notice.
18.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
18.6 Entire Agreement
This Agreement, including all Order Forms and schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations. In the event of conflict between these Terms and an Order Form, the Order Form controls only if it expressly states that it supersedes the applicable provision. No terms in any Customer purchase order shall modify this Agreement unless signed by an authorized representative of NDM.
18.7 Waiver & Modification
No failure or delay by either Party to exercise any right constitutes a waiver of that right. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both Parties. NDM may make non-material changes to the Services to improve quality, comply with law, or enhance performance, provided such changes do not materially degrade the Platform’s functionality.
18.8 Non-Solicitation
During the Term and for one (1) year thereafter, Customer shall not directly or indirectly solicit or encourage any person to leave the employment of NDM or its Affiliates without NDM’s prior written consent.
18.9 No Third-Party Beneficiaries
This Agreement is solely for the benefit of the Parties and does not confer any rights on third parties.
18.10 Independent Review
By entering into this Agreement, each Party acknowledges that it has had the opportunity to review all terms and to seek independent legal counsel. Each Party expressly waives any claim that it did not understand or have the opportunity to negotiate these Terms.