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<br />the residual value of the license fees paid by you for the infringing Product <br />or Software, depreciated using a straight line method of depreciation over <br />a forty-eight month period from the date of delivery of the Product to you. <br />13. TAXES. The license fees and any other amounts payable pursuant to the terms <br />and conditions herein are exclusive of all national, state, regional, local municipal <br />or other taxes and fees including, but not limited to, excise, sales, use, property, <br />ad valorem, intangibles, goods and services and value added taxes, customers <br />duties and registration fees, now in force or enacted in the future, and all such <br />taxes and fees, except taxes based on DMF Holdings's net worth, capital or net <br />income, shall be paid directly by you, or if paid by DMF Holdings, you will <br />reimburse DMF Holdings. <br />14. NO WAIVER. No action taken by either party pursuant to this EULA, and no <br />waiver by either party, whether express or implied, of any provision or right in this <br />EULA or any breach thereof, and no failure of either party to exercise or enforce <br />any of its rights under this EULA, will constitute a continuing waiver with respect <br />to such provision or right or as a breach or waiver or any other provision or right, <br />whether or not similar. <br />15.SEVERABILITY. If any covenant or provision of the EULA is determined to be <br />void or unenforceable in whole or part, then such void or unenforceable covenant <br />or provision shall be deleted from this EULA and shall not effect or impair the <br />enforceability or validity of any other covenant or provision of this EULA or any <br />part thereof. <br />16. GOVERNING LAW. This Agreement is made in the State of California USA, and <br />shall be governed in accordance with the laws of California. Any lawsuit filed <br />regarding this Agreement shall be filed in California. The parties further agree <br />that the laws of California shall apply in such a lawsuit. The United Nations <br />Convention on Contracts for the International Sale of Goods shall not apply to <br />this Agreement. <br />17. FURTHER INSTRUMENTS. Except as otherwise expressly provided in this <br />Agreement, each party shall furnish to the other (and shall deliver and cause to <br />be executed, acknowledged and delivered to the other) any further instruments, <br />which such other party may reasonably require or deem necessary from time to <br />time to evidence, establish, protect, enforce, defend or secure to such other party <br />any or all of its rights hereunder or to more effectuate or carry out the purposes, <br />provisions or intent of this Agreement. <br />18. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items <br />are provide for the purpose of reference and convenience and are not intended <br />to be inclusive, definitive, or to affect the meaning or scope of this Agreement. <br />19. UPDATES. DMF Holdings may make updates and changes to this license <br />agreement from time to time. Such changes will be provides to User by e-mail. <br />20. ENTIRE AGREEMENT. This EULA is the entire agreement between you and <br />DMF Holdings relating to the Product and the support services (if any) and it <br />supersedes all prior or contemporaneous oral or written communications, <br />proposals and representations with respect to the Product or any other subject <br />matter covered by this EULA. To the extent the terms of any DMF Holdings <br />?? 6 <br />25H-57