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that it is illegal, invalid or otherwise unenforceable. All remaining provisions will remain in full force <br />and effect and this Agreement will be interpreted as if it had not contained the severed provision. <br />18. Governing Law <br />Issues regarding the validity, ownership or enforcement of any copyright, patent, trademark or <br />other proprietary right licensed or sublicensed hereunder will be determined under the applicable <br />law of the United States and the State of California, as applicable. With respect to all other issues, <br />this Agreement will be construed under and governed by the substantive laws of the State of <br />California without resort to conflict of laws principles. Each party agrees that any legal proceeding <br />commenced by one party against the other party under this Agreement will be brought in any state <br />or Federal court having jurisdiction over Orange County, California. Each party submits to such <br />jurisdiction and waives any objection to venue or claim of inconvenient forum. This Agreement will <br />not be governed by the United Nations Convention on Contracts for the International Sale of <br />Goods, the application of which is expressly excluded. <br />19. Headings <br />Captions and section headings used herein are for reference purposes only and will not control or <br />alter the meaning of this Agreement as set forth in the text. <br />20. Waiver <br />a. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to <br />the party to whom the waiver is addressed and to the circumstances for which it is given. <br />b. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do <br />not exclude rights provided by law. <br />21. Notices <br />Any notice required to be given under this agreement shall be in writing and shall be delivered by hand <br />or sent by pre -paid first-class post or recorded delivery post to the other party at its address set out in <br />this agreement, or such other address as may have been notified by that party for such purposes. A <br />notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not <br />in business hours, at 9 AM on the first business day following delivery). A correctly addressed notice <br />sent by pre -paid first-class post or recorded delivery post shall be deemed to have been received at <br />the time at which it would have been delivered in the normal course of post. <br />