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URBAN F(OFPRI"II 12.3Export Compliance. Platform is subject to all applicable export control laws and regulations, including, without limitation, those of the United States government. 12.4Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Quotations), without the consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section shall be void. 12.5111elationship of the Parties, UrbanFootprint and Customer are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 12.6No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 123Choice of Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. Customer and UrbanFootprint agree to submit to the personal and non-exclusive jurisdiction of the courts located in Los Angeles County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 12.8Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to Customer at the address Customer provides, or, in the case of UrbanFootprint, to the address for UrbanFootprint set forth above. Notices regarding the Platform in general may be given by electronic mail to Customer's e-mail address on record with UrbanFootprint. 12.gForce Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks. 12.10Entire Agreement. This Agreement and any Quotations represent the entire agreement of the parties concerning its subject matter and is intended to be the final expression of their Agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of this Agreement or a Quotation shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of Customer and UrbanFootprint. 12.11Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.