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DocuSign Envelope ID:DCB6F45C-AC01-45CD-9324-AB088020D6A4
<br /> 11 remix
<br /> 13. MISCELLANEOUS
<br /> 13.1 Governing Law and Venue.This Agreement and any action related thereto will be governed and
<br /> interpreted by and under the laws of the State of Washington, without giving effect to any conflicts of laws
<br /> principles that require the application of the law of a different jurisdiction. Customer and Remix hereby expressly
<br /> consent to the personal jurisdiction and venue in the state and federal courts of Snohomish County, Washington
<br /> for any lawsuit filed there by Customer or Remix arising from or related to this Agreement. The United Nations
<br /> Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
<br /> 13.2 Export.Customer agrees not to export, report, or transfer,directly or indirectly, any U.S.technical
<br /> data acquired from Remix, or any products utilizing such data, in violation of the United States export laws or
<br /> regulations.
<br /> 13.3 Government End-Users. Elements of the Services are commercial computer software. If the user
<br /> or licensee of the Services is an agency, department, or other entity of the United States Government, the use,
<br /> duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related
<br /> documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the
<br /> terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and
<br /> Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All Services were developed
<br /> fully at private expense. All other use is prohibited.
<br /> 13.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or
<br /> unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable
<br /> provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
<br /> 13.5 Waiver.Any waiver or failure to enforce any provision of this Agreement on one occasion will not
<br /> be deemed a waiver of any other provision or of such provision on any other occasion.
<br /> 13.6 No Assignment. Except as provided in Section 13.10, neither party will assign, subcontract,
<br /> delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior
<br /> written consent of the other party, and any attempted such assignment, subcontract, delegation, or transfer in
<br /> violation of the foregoing will be null and void; provided, however,that either party may assign this Agreement in
<br /> connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other
<br /> operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the
<br /> parties and their respective successors and permitted assigns.
<br /> 13.7 Compliance with Law. Customer will always comply with all international and domestic laws,
<br /> ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material
<br /> and Documentation.
<br /> 13.8 Force Majeure.Any delay in the performance of any duties or obligations of either party(except
<br /> the payment of Fees owed) or failure to perform such duties or obligations will not be considered a breach of this
<br /> Agreement if such delay or failure is caused by a labor dispute, shortage of materials, fire, earthquake, flood,
<br /> denial of service or other cyber-attack, diminishment of telecommunications or data networks or services, refusal
<br /> of a license by a government agency or any other event beyond the control of such party, provided that such party
<br /> uses reasonable efforts,under the circumstances,to notify the other party of the cause of such delay and to resume
<br /> performance as soon as possible.
<br /> 13.9 Independent Contractors. Customer's relationship to Rem ix is that of an independent contractor,
<br /> and neither party is an agent or partner of the other. Customer will not have and will not represent to any third
<br /> party that it has, any authority to act on behalf of Remix.
<br /> 13.10 Subcontractors. Remix may use the services of subcontractors and permit them to exercise the
<br /> rights granted to Remix in order to provide the Services under this Agreement, provided that Remix remains
<br /> responsible for(a) compliance of any such subcontractor with the terms of this Agreement and (b)for the overall
<br /> performance of the Services as required under this Agreement.
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