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Page 6 of 7 <br />BEYOND THE PARTY’S REASONABLE CONTROL; (D) <br />FOR ANY MARKETING OR INVESTMENT DECISIONS <br />MADE BY CUSTOMER WHILE USING THE <br />SERVICES; OR (E) FOR ANY AMOUNTS THAT, <br />TOGETHER WITH AMOUNTS ASSOCIATED WITH <br />ALL OTHER CLAIMS, EXCEED AN AMOUNT EQUAL <br />TO THE FEES PAID BY CUSTOMER TO COMPANY <br />FOR THE SERVICES UNDER THIS AGREEMENT IN <br />THE 12 MONTHS PRIOR TO THE ACT THAT GAVE <br />RISE TO THE LIABILITY, IN EACH CASE, WHETHER <br />OR NOT THE PARTY HAS BEEN ADVISED OF THE <br />POSSIBILITY OF SUCH DAMAGES. <br />8. MISCELLANEOUS <br />If any provision of this Agreement is found to be <br />unenforceable or invalid, that provision will be <br />limited or eliminated to the minimum extent <br />necessary so that this Agreement will otherwise <br />remain in full force and effect and enforceable. This <br />Agreement is not assignable, transferable or <br />sublicensable by Customer except with Company’s <br />prior written consent, which shall not be <br />unreasonably withheld. This Agreement is the <br />complete and exclusive statement of the mutual <br />understanding of the parties and supersedes and <br />cancels all previous written and oral agreements, <br />communications and other understandings relating <br />to the subject matter of this Agreement, and that all <br />waivers and modifications must be in a writing <br />signed by both parties, except as otherwise <br />provided herein. No agency, partnership, joint <br />venture, or employment is created as a result of <br />this Agreement and Customer does not have any <br />authority of any kind to bind Company in any respect <br />whatsoever. In any action or proceeding to enforce <br />rights under this Agreement, the prevailing party <br />will be entitled to recover costs and attorneys’ fees. <br />All notices under this Agreement will be in writing <br />and will be deemed to have been duly given when <br />received, if personally delivered; when receipt is <br />electronically confirmed, if transmitted by facsimile <br />or e-mail; the day after it is sent, if sent for next day <br />delivery by recognized overnight delivery service; <br />and upon receipt, if sent by certified or registered <br />mail, return receipt requested. This Agreement shall <br />be governed by the laws of the State of Utah without <br />regard to its conflict of laws provisions, except that <br />any interpretation of the Washington Public <br />Records Act shall be in accordance with the law of <br />the State of Washington.