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Any such notice if sent to Brainfuse shall be addressed as follows: Troy Weiman Director of Accounts Brainfuse, LLC 271 Madison Avenue Third Floor New York, New York 10016 Telephone: (212) 683-5212 Section 6.2 Electronic Transmissions Any notice, invoice or other communication hereunder shall be deemed to have been properly transmitted when sent by telegraph, telecopy, cable transmission, or any other form of electronic communication, and shall be deemed to have been given on the date of receipt thereof. ARTICLE VII - GENERAL PROVISIONS Section 7.1 Survival The representations, warranties, general covenants, and indemnities contained herein shall survive the termination of this Agreement. Section 7.2 Applicable Law This Agreement shall be construed in accordance with, and governed by the laws of the State of California. Section 7.3 Entire Agreement This instrument contains the entire agreement between the parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and agreements, whether written or oral, concerning the specific subject matter hereof, and may only be modified, altered, changed, or amended by agreement between the parties in writing. Section 7.4 Waiver No waiver, alteration, amendment, or modification of this Agreement, or any covenant, condition, or limitation contained in this Agreement is valid unless in writing and duly executed by the party to be charged therewith. Section 7.5 Illegalitv/Unenforceability In the event that any provision of this Agreement is declared illegal or unenforceable in any respect under applicable law, rule, or court decision, (1) the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired, and (2) this Agreement shall be construed so as to effectuate as nearly as possible the intent of said provision and the intent of the parties hereto. Section 7.6 Successors and Assigns This Agreement, and the rights and benefits under this Agreement, shall not be assignable, without the written consent of each of the parties hereto. Section 7.7 Facsimile Signatures The parties agree that facsimile signature of this Agreement shall be deemed to be valid, binding, and legally enforceable. Section 7.8 Termination This Agreement may be terminated by City upon thirty (30) written notice. In the event such termination is exercised by City due to failure by Brainfuse to provide services which meet the standard of performance expected of a professional firm in the field, any amounts paid shall be refunded on a prorated basis.