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9. GOVERNING LAW; VENUE Unless prohibited by law, this Agreement shall be governed and construed in accordance with the laws of the State of California without regard to choice of law principles. Unless prohibited by law, the parties agree that the sole jurisdiction and venue for actions related to the subject matter hereof shall be the San Mateo County Superior Court or the U.S. District Court, Northern District of California and both parties consent to the jurisdiction of such courts and waive any objections regarding venue in such courts. 10. ASSIGNMENT Neither the Agreement nor any duties or obligations hereunder shall be assigned or transferred by Customer without the prior written approval of AssetWorks, which approval may be withheld in the reasonable judgment of the AssetWorks. Customer agrees that AssetWorks may assign its obligations in the event of a reorganization, but AssetWorks shall remain responsible for performance under the Agreement. All fees will remain intact as outlined in Attachment 3 throughout the Initial Term. 11. SEVERABILITY If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. 12. ENTIRE AGREEMENT The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous proposals, discussions, agreements, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder. 13. FORCE MAJEURE Neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Provides, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure Occurrence. 14. WAIVER No provision of the Agreement may be waived unless in writing, signed by both of the parties hereto. Waiver of default of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision. 15. AMENDMENTS, SUPPLEMENTS The Agreement may be amended or supplemented only by the mutual written consent of the parties' authorized representative(s). REV: 08-16-2021 MI ATTY/AGR.2021.216/Assetworks, LLC (Page 4 of 12)