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out this Agreement shall be instituted in the State of <br /> Delaware, USA, and each party irrevocably submits <br /> to the jurisdiction of such proceeding and waives any <br /> and all objections to jurisdiction and venue that it may <br /> have under any other law. <br /> 12. Termination. If Licensee fails to comply with <br /> any of the terms and conditions of this Agreement, <br /> Innovyze may terminate the license granted <br /> hereunder without notice. In the event of termination, <br /> you must immediately uninstall the Software and <br /> return any accompanying materials and hardware <br /> and provide written confirmation that Licensee has <br /> complied with the terms of this provision. <br /> 13. Complete Agreement. This Agreement <br /> constitutes the entire agreement between the parties <br /> concerning the use of the Software and supersedes <br /> all prior or contemporaneous understandings or <br /> agreements, whether written or oral. This agreement <br /> may not be amended except by a writing signed by <br /> an authorized representative of Innovyze. <br /> 14. Binding Effect and Assignment. The terms of <br /> this Agreement shall bind and inure to the benefit of <br /> the parties and their respective successors and <br /> assigns. Innovyze may assign this Agreement, or <br /> any right or obligation hereunder, without the prior <br /> written consent of Licensee. <br /> 15. Parties in Interest. Nothing in this Agreement, <br /> express or implied, is intended to confer on any third <br /> party or person any right or remedy under or by <br /> reason of this Agreement. <br /> 16. Severability. The invalidity or unenforceability <br /> of any term of this Agreement shall not affect the <br /> other terms, and this Agreement shall be construed in <br /> all respects as if any invalid or unenforceable term <br /> were omitted. <br /> 17. Notice. All notices under this Agreement must <br /> be delivered in writing by courier, certified or <br /> registered mail, to the other party and will be effective <br /> upon receipt or three (3) business days after being <br /> deposited in the mail, whichever occurs sooner. <br /> 18. Waiver. Any waiver, either express or <br /> implied, by either party of any term of this Agreement <br /> shall not constitute or be construed as a waiver of any <br /> subsequent breach or other default. <br />