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,� _____ _ a _ 13.2.Manner of Giving Notice.Except as othervvise specified in this Agreement,all notices,pertnissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by conBrmed facsimile, or (iv) the flrst business day after sending by email (provided email shall reot be sufficient for notices of termination or an indemnfiable claim). Notices to CLIENT shall be addressed to the system administrator designated by CLIENT for Your relevant Services acoount, and in the case of billing-related notices,to the relevant billing contact designated by CLIENT. 13.3.Agreement to Governing Law and Ju�isdiction. Each party agrees to the applicable goveming law above without regaM to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. 13.4.Waiver of Jury Trial. Each party her+eby waives any right to jury trial in connection with any action or litigation in any way arising aut of or related to this Agreement. 14. GENERAL PROVISIONS 14.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i)each party represents that it is not named on any U.S.govemment list of persons or entities prohitiited irom receiving exports, and (ii) CLIENT shall nat permit Users to access or use Services in violation of any U.S.e�ort embargo, prohibition or restriction. 14.2. Relationshtp of the Parttes. The parties are independent contractors. This Agreement does not create a partnership,franchise,joint venture, agency, and fiduciary or employment relationship between the parties. 14.3.No Thtrd-Party Beneficiaries.There are no third-party beneficiaries to this Agreement. 14.4.Waiver and Cumulative Remedies.No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that righl Other than as expressly stated herein,the remedies provided herein are in addition to,and not exclusive of,any other remedies of a party at!aw or in equity. 14.5. Severability. If any provision of this Agreement is held by a cou�t of campetent jurisdiction to be contrary to law,the provision shall be modified by the court and interpreted so as best to ar.complish the objedivas of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreerrtent shall�main in effect. 14.6. Asslgnment Neither party may assign any of its rights or obligations hereunder, whether by operation of Iaw o�othervvise,without the prlor written consent of the other party(not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreemerrt in its entirety�iaswdiAg aI�AFdeF-�e�ws), without consent of the other parly, to its A�liate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competito�of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, PublicStuff shall refund to CLIENT any prepaid fees covertng the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective suocessors and permitted assigns. 14.7.Entire Agreement This Agreement,including all exhibits and addenda hereto , constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations,written or oral, conceming its subject matter. No modification, arnendment, or waive�of any provision of this Agreement shall be effective unless in writing and either signed or acxepted electronically by the party against whom the modification, amendment or waiver is to A7TY/AGR/2012205/Pt16LICSCUFF SUBSCRIPTION AGRE6MENT REV:12-20-12 MLG Page 7 of 10