15. GENERAL TERMS
15.1. Assignment
This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and its rights and obligations hereunder without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
15.2. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of government (including legislation, regulation, or other act of government rendering some or all of Customer's use of the Services unlawful, in DataLexing's reasonable discretion), epidemic, pandemic, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services (each, a "Force Majeure Event"). For clarity, this provision does not relieve Customer of its obligation to pay fees for services provided by DataLexing that are unaffected by a Force Majeure Event.
15.3. Independent Contractors
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
15.4. Severability
If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
15.5. Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia, without regard to conflicts of laws provisions thereof. Any dispute arising under this Agreement shall be finally settled in binding arbitration in accordance with the rules of the Saudi Center for Commercial Arbitration (SCCA). The arbitration will be conducted in Riyadh, Saudi Arabia, unless the parties agree otherwise. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Subject to the foregoing provisions of this Section 15.5, the jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Riyadh, Saudi Arabia, and both parties hereby submit to the personal jurisdiction of such courts.
15.6. Notice
Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses first listed on an applicable Order Form (email to suffice) or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee: (a) immediately upon receipt, if personally delivered; (b) the first business day after sending, if by email; (c) the first business day following dispatch, if sent by overnight courier service; or (d) upon receipt, if sent by registered or certified mail, postage prepaid and return receipt requested.
15.7. Amendments and Waivers
Except as set forth in Section 15.10, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing or via click-through execution by a duly authorized representative of each party to this Agreement or otherwise permitted by the terms of this Agreement, including terms incorporated by reference herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such document shall not apply (even if the order is accepted or performed on by DataLexing).
15.8. No Third-Party Rights
There are no third-party beneficiaries to this Agreement.
15.9. Construction
This Agreement has been reviewed, considered, and/or negotiated by the parties and their respective legal counsel, if any, and any legal or equitable principles that might require or permit the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement. The words "hereof", "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. "Writing", "written" and comparable terms refer to printing, typing, and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any person or entity include the successors and permitted assigns of that person or entity. Except as otherwise provided herein, in the event of any conflict or inconsistency between this Agreement and an Order Form, the Order Form shall control.
15.10. Modifications
DataLexing may change this Agreement from time to time by posting a modified version on its website. If, in DataLexing's sole discretion, the changes are material, DataLexing will provide Customer with reasonable notice prior to the effective date of the changes, either by emailing the email address associated with Customer's account or by notifying Customer (including any person designated as an administrator on Customer's account) through the Services. A materially-modified Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting thereof. By continuing to access or use the Services after the effective date of changes to this Agreement, Customer agrees to be bound by the modified version of the Agreement. If DataLexing fails to provide Customer with notice of material changes to this Agreement in accordance with this Section, then Customer's subscription to and use of the Services will continue to be governed by the terms and conditions of the Agreement as they were immediately prior to such modifications, until Customer's next renewal date, after which the modified Agreement will govern.
15.11. Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or inconsistent written and oral agreements and communications, relating to the subject matter of this Agreement. To the extent any issue or claim arising under this Agreement relates to multiple Order Forms, including Order Forms signed before the Effective Date, this Agreement shall take precedence over any other agreement relating to the subject matter of this Agreement and govern such issue or claim. Any pre-printed terms in a Customer purchase order or similar document are null and void. Subject to this Agreement, the parties expressly object to any different or additional terms set forth in any purchase order, acceptance, vendor portal, code of conduct, or other ordering documentation, and neither party's later failure to object to any such different or additional terms nor its use or acceptance of any such other document or materials will be deemed acceptance thereof or a waiver of any of the terms hereof.