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7. Shopping Center shall have the option to cancel this Agreement at any time upon the loss of any display space <br /> resulting from any act or cause beyond Shopping Center's control, including any termination of a location lease, <br /> change in law, ordinance, rule or regulation; in such event,for a display(s)containing otherwise acceptable copy, at <br /> the option of Shopping Center, Advertiser/Agency shall receive: (i) an equivalent amount of advertising service on <br /> any other display(s) authorized hereby at the end of the term of this Agreement for such display(s), or advertising <br /> service on other displays owned by Shopping Center, or(ii)a refund of amounts actually paid to Shopping Center for <br /> the unexpired term. Notwithstanding any other provisions of this Agreement, in no event shall Shopping Center be <br /> liable to Advertiser/Agency as a result of any default by Shopping Center in an amount in excess of the total <br /> advertising charges annually collected by Shopping Center hereunder. All other monetary and non-monetary <br /> remedies are expressly excluded. Without limiting the foregoing, under no circumstance shall Shopping Center be <br /> liable for consequential,special or incidental damages arising out of this Agreement. <br /> 8. Advertiser/Agency shall not assign, sell or otherwise transfer this Agreement without the prior express written <br /> consent of Shopping Center.This Agreement may be assigned or transferred in whole or part by Shopping Center to <br /> its affiliates and/or successors, and shall inure to the benefit of and be binding upon the successors and assigns of <br /> Shopping Center.All notices to be given under this Agreement shall be in writing and hand delivered personally or by <br /> facsimile transmission if receipt is confirmed to the party to whom notice is to be given, or addressed and sent by <br /> certified/registered mail, postage prepaid and return receipt requested. <br /> 9. Notices to Advertiser/Agency shall be delivered to the person at the address or facsimile number listed on Page <br /> 1. Notices to Shopping Center shall be delivered to Simon Management Associates II, LLC, 225 West Washington <br /> Street, Indianapolis, Indiana 46204, Facsimile: (317) 685-7377, Attention: James M. Barkley, Esq. All notices sent in <br /> accordance with this Agreement shall be effective when received if delivered by mail or facsimile or, if personally <br /> delivered,the date on which the delivery is made. <br /> 11. This instrument constitutes the entire Agreement between the parties and cannot be modified except in writing <br /> signed by both parties. The relationship of the parties created by this Agreement shall be that of independent <br /> contractors. Neither party shall have the power to obligate or bind the other in any manner, and Advertiser/Agency is <br /> expressly not authorized to represent in any manner or context that Shopping Center is a guarantor of any product or <br /> service of Advertiser/Agency. <br /> In the event of any dispute under this Agreement, the laws of the State of Indiana shall govern the validity, <br /> performance, enforcement, interpretation and any other aspect of this Agreement, without regard to principles of <br /> conflicts of laws thereunder. The parties agree to submit to the exclusive jurisdiction and venue of the courts of <br /> Marion County, Indiana for any action arising out of this Agreement. All rights and remedies provided in this <br /> Agreement shall be cumulative and shall not be exclusive of one another or of any remedies available at law or in <br /> equity. <br /> The following additional provisions apply to this Agreement (which, if more than one such provision, may not be <br /> lettered sequentially): <br /> V. Unmanned display/exhibit:Notwithstanding anything contained in this Agreement which may be to the <br /> contrary,the intended and permitted use under this Agreement is for an unmanned display or exhibit.Accordingly, <br /> there shall not be any Advertiser/Agency employees,contractors or other Advertiser/Agency staff at or in the <br /> Shopping Center other than for installation and deinstallation/removal,and as applicable and/or required, repair, <br /> maintenance and/or restocking of the display or exhibit. It is further intended and contemplated that the display or <br /> exhibit shall be operational,functional and/or stocked,as the case may be,during and throughout all Shopping <br /> Page 3 of 5 Agreement for City of Everett <br />