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therefrom. The indemnification obligations under this ction , are expressly conditioned upon the indemnified party's compliance with this Section l lfe). The indemnification obligations contained in this ction 11, will survive termination of this Agreement for the later of the conclusion of a Claim or one (1) year. 12. Representations and Warranties. (a) Each party represents and warrants, individually, that (i) it has the legal power and authority to enter into this Agreement; and (ii) entering into this Agreement does not conflict with or result in any breach or violation of any of the terms and provisions of any agreement, judgment, order, statute or other instrument or restriction of any kind binding that party. (b) Customer and Users represent and warrant that (1) they have not falsely identified themselves nor provided any false information to gain access to the Software, Services or Site; (ii) that all billing information provided to Agency360 is correct. 13. General Provisions. (a) Notices. Notices between the parties will be by personal delivery, overnight delivery, or certified or registered mail, return receipt requested, and will be deemed given upon receipt at the address of the recipient party or five (5) days after deposit in the mail, or via email with confirmation of receipt. (b) Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision. (c) Headings; Merger; Entire Understanding; Waiver; and Severability. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This document and any exhibit attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. The parties agree that in the event Customer utilizes a purchase order, any term therein that purports to modify or supplement the terms of this Agreement will be void with no force or effect. (d) Modification. No amendments, change, or modification of this Agreement shall be valid unless in writing and signed by the parties. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. No waiver by either party of any default will be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. (e) No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it. (f) Assignment. Customer shall not assign, transfer, or delegate any of its rights and obligations under this Agreement without the prior written consent of an authorized representative of Agency360. Agency 14