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Agreement solely and exclusively in the state courts located in Snohomish County, Washington, and Business Associate and Covered Entity irrevocably accept and submit to the sole and exclusive jurisdiction of such courts, generally and unconditionally.. Each Party hereto agrees that service of process from such court shall be delivered in accordance with Washington state law. 7.7. Waiver. The failure of Business Associate or Covered Entity to give notice of non-performance, breach, or termination, or to otherwise enforce any rights set forth in this Agreement, will not constitute a waiver of any terms or conditions of this Agreement. Further, a waiver by Business Associate or Covered Entity of any requirement of this Agreement shall not be construed as a continuing waiver, a waiver of any other requirement, or a waiver of any right or remedy otherwise available. 7.8. Interpretation. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or amended, if such amendment is final and the Compliance Date for such amendment has passed. 7.9. Severability. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, Business Associate and Covered Entity agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies their original intention, and that this Agreement shall in any event otherwise remain valid and enforceable. 7.10. Assignment. Subject to the exceptions listed herein, neither this Agreement nor any rights granted by this Agreement may be assigned or otherwise transferred by Business Associate or Covered Entity, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other, provided that such consent will not be unreasonably withheld, delayed, or conditioned; provided, further, that no consent shall be required for an assignment or transfer to a purchaser of all or substantially alt assets related to the Service Agreement, or a third party participating in a merger, acquisition, sale of assets, or other corporate reorganization in which the assigning party is participating. Any assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of Business Associate and Covered Entity and their respective successors and assigns. 7.11. Third-Party Beneficiaries. This Agreement is for the benefit of Business Associate and Covered Entity. Nothing in this Agreement confers on any person or entity other than Business Associate and Covered Entity any rights, remedies, obligations, or liabilities. No third party (including any affiliate or Participant) shall be considered a third-party beneficiary under this Agreement. 7.12. City of Everett as Covered Entity. The City of Everett does not by execution of this Agreement take the position that all departments of the City of Everett fall within the definition of "Covered Entity" under HIPAA. For the purposes of this Agreement, only the departments (and portions thereof) of the City of Everett that have access to, create, maintain, or transmit PHI fall within the definition of Covered Entity. City of Everett represents and warrants that only those departments that are considered Covered Entities shall provide to 98point6 or have access to PHI under this Agreement. Exhibit B to Subscription Agreement 25 20190227.v10.1