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1.1 Notices. Any notice to be given hereunder to any Party hereto shall be In writing and
<br />delivered personally or by registered or certified national mail service or by any overnight courier
<br />service, postage or fees prepaid, addressed to the respective. Party at the address set forth in this
<br />Agreement.
<br />1.7 Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach
<br />thereof, will be settled by arbitration In California, specifically Orange. County in accordance with
<br />the Commercial Arbitration Rules of the American Arbitration Association, using three arbitrators,
<br />and judgment upon the award rendered by the arbitrators may be entered in any court of competent
<br />jurisdiction. Any legal or financial services required to resolve any controversy or claim relating to
<br />this Agreement shall be paid for by the losing party.
<br />1.3 Amendment: Entire Acreement. The Addenduri to this Agreement are incorporated herein by
<br />reference as if set out herein in their entirety. This Agreement, Including the Addendum(s) to this
<br />Agreement constitutes the entire agreement between the Parties hereto relating to the subject
<br />matter hereof, and supersedes all prior or contemporaneous negotiations, agreements,
<br />representations and understandings, whether oral or written, related to the subject matter. This
<br />Agreement may be amended only by mutual written agreement of the Parties and no amendment,
<br />modification, change, waiver or discharge hereof shall be valid unless in writing and signed by an
<br />authorized representative of the Party against which such amendment, modification, change,
<br />waiver, or discharge is sought to be enforced.
<br />1.4 Section Headings. The Section headings herein are for convenience only and are not
<br />intended to affect the meaning or Interpretation of this Agreement.
<br />1.5 Counterparts. This Agreement may, be executedin several counterparts, all of which
<br />taken together shall constitute one single agreement between the Parties hereto.
<br />1.6 Consents and Approval, Except where expressly provided as being in the sole discretion
<br />of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action
<br />by either Party is required under this Agreement, such action shall not be unreasonably delayed or
<br />withheld. An approval or consent given by a Party under this Agreement shall not relieve the other
<br />Party from responsibility for complying with the requirements of this Agreement, nor shall it be
<br />construed as a waiver of any rights under this Agreement, except as and to the extent otherwise
<br />expressly provided in such approval or consent.
<br />1.7 Further Assurances. Each Party covenants and agrees that, subsequent to the
<br />execution and delivery of this Agreement and without any additional consideration, each Party shall
<br />execute and deliver any further legal Instruments and perform any acts that are or may become
<br />necessary to effectuate the purposes of this Agreement.
<br />1.8 Performance of Responsibilit es Except as otherwise provided in this Agreement, each
<br />Party covenants that It shall perform Its responsibilities under this Agreement in a manner that does
<br />not Infringe, or constitute an Infringement or misappropriation of, any patent, copyright, trademark,
<br />trade secret or other proprietary rights of any third party; provided, however, that the performing
<br />Party shall not have any obligation or liability to the extent any Infringement or misappropriation is
<br />caused by (1) modifications made by the other Party or its contractors or subcontractors, without
<br />the knowledge or approval of the performing Party;( ii) the other Party's combination of the
<br />performing Party's work product or Materials with items not furnished, specified or reasonably
<br />anticipated by the performing Party or contemplated by this Agreement; (111) a breach of this
<br />Agreement by the other Party; (iv) the failure of the other Party to use corrections or modifications
<br />provided by the performing Party offering equivalent features and functionality, or (v)Thlyd Party
<br />Software, except to the extent that such infringement or misappropriation arises from the failure of
<br />the performing Party to obtain the necessary licenses or required consents or to abide by the
<br />limitations of the applicable Third Party Software licenses. Each Party further covenants that It will
<br />not use or create materials in connection with the Services which are libelous, defamatory or
<br />obscene.
<br />1.9 Covenant of Good Faith Each Party agrees that, in its respective dealings with the other
<br />Party under or in connection with this Agreement, it shall act in good faith.
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