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REV: 03-25-24 LF <br />national origin or ancestry in the licensing, sublicensing, transferring, use, occupancy, operation, <br />tenure, or enjoyment of the Licensed Area and the Communications Equipment. <br />20.MISCELLANEOUS. <br />20.1 This License constitutes the entire agreement and understanding of the Parties and <br />supersedes all offers, negotiations and other agreements. There are no representations or <br />understandings of any kind not set forth herein. <br />20.2 Either Party hereto that is represented in this transaction by a broker, agent or <br />commission salesperson (a "Representative") shall be fully and exclusively responsible for the <br />payment of any fee, commission or other compensation owing to such Representative, and shall <br />indemnify and hold the other party harmless from and against any claim to a fee, commission or <br />other compensation asserted by such Representative, including attorneys' fees and costs incurred <br />in defending such claim. <br />20.3 This License shall be interpreted and construed in accordance with the laws of the <br />State of California without regard to conflict of law provisions and both parties agree to exclusive <br />personal jurisdiction and venue the state courts of California, County of San Mateo, or in the <br />United States District Court for the Northern District of California. <br />20.4 If any term of this License is found to be void or invalid, such invalidity shall not <br />affect the remaining terms of this License, which shall continue in full force and effect. <br />20.5 No provision may be waived except in a writing signed by the waiving Party. The <br />failure by a Party to enforce any provision of this License or to require performance by the other <br />Party will not be construed to be a waiver, or in any way affect the right of either Party to enforce <br />such provision thereafter. <br />20.6 Except with respect to Licensee’s obligation to pay any sums payable by Licensee <br />hereunder, the time for performance by Licensor or Licensee of any term, provision, or covenant <br />of this License shall be deemed automatically extended by time lost due to delays resulting from <br />acts of God, strikes, civil riots, floods, material or labor restrictions by governmental authority, <br />and any other cause not within the control of Licensor or Licensee, as the case may be. <br />21.LIMITATION ON LIABILITY. <br />Anything in this License, either expressed or implied, to the contrary notwithstanding, <br />Licensee acknowledges and agrees that each of the covenants, undertakings and agreements herein <br />made on the part of Licensor are made and intended not as personal covenants, undertakings and <br />agreements of Licensor, or for the purpose of binding Licensor personally or the assets of Licensor, <br />except Licensor's interest in the Property. Except for the indemnity obligations set forth in this <br />License, and otherwise notwithstanding anything to the contrary in this License, Licensee and <br />Licensor each waives any claims that each may have against the other with respect to <br />consequential, incidental or special damages, however caused, based on any theory of liability. <br />ATTY/AGR.2024.027/Verizon Wirelsss (License Agreement) (Page 24 of 46)