The relationship of Fidelis and User is that of independent contractors. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect. Fidelis and User agree to comply with the provisions of all applicable laws, ordinances, regulations, and codes. This Agreement (along with Fidelis’ applicable terms and conditions accompanying the product) constitute the complete and exclusive understanding of the parties, and supersede all prior discussions, representations and agreements regarding the subject matter hereof. In the event of a conflict or variance between any purchase order and this Agreement, this Agreement shall prevail. No amendment, modification or waiver of this Agreement will be effective unless approved in writing by the duly authorized representatives of the parties. Neither party is liable for its failure or delay to perform its obligations under this Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, labor shortages, government regulations, or other causes beyond its reasonable control. This Agreement may not be assigned by User without prior written permission from Fidelis. Any attempt by User to assign any right, or delegate any duty or obligation which arises under this Agreement without such permission will be voidable. This Agreement is governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. All notices required or provided for herein will be in writing and given by personal delivery, by overnight courier service, via facsimile or by mail using the address as set forth in the relevant Support PO, and for Fidelis, its principal address as published or to such other address as may be substituted by notice to the other party. All notices will be effective upon receipt.