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