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parties have act authority to make statements, warranties, or representations or to create any liabilitics oil <br />behalf 01,111C other, <br />6.d Entire Agreement. This Agreement and the documents and schedules referred to herein <br />contain the complete agreement between the parties hereto and supersede any prior understandings, <br />agreements or representations by or between ihu parties, written or oral, which may have related to the subject <br />shatter hereof in any way, provided, however, that this provision is not intender) to abrogate any other written <br />agreement between the parties executed with or after this Agreement. <br />5.5 Antendruent and Waiver, The parties hereto may not amend or modify this Agreement <br />except as may be agreed upon by a wotten iustrumcnt executed by the parties hereto. No heaivcr of any <br />provision hereunder or any breach or defauft thereof shall extend to or affect in any way any other provision or <br />prior or subsequent breach or default. <br />6.6 Successors and Assigns. "Phis Agreement and all of the provisions hereof shall be binding <br />upon and ince to tie benefit of the parties and their respective successors and permitted asstlons, except than <br />neither this Agreement nor any of trc rights, interests or obligations hereunder may be assigned or delegated <br />by either party without the prior written consent of the other party:rorovided tint Parkmobile may assign its <br />rie-Wits, interests or obligations tinder this Agreement without the consent of Client to (i) any affiliate of <br />Parkmobile to long as Parkmobile remains tite primary obligor under this Agreement or (ii) any tender to <br />Parkmobile or its affiliates as security= for borrowings. <br />6.7 Third -Party Beneticiaties. `Elie parties to this Agreement do not intend this Agreement to <br />benefit or create any right or cause of action in or on behalf of any person or entity other than Parkmobile and <br />Client. <br />6.8 Severahility, Whenever possible. each provision of this Agreement shall be interpreted in <br />such manner as to he effective and valid under applicable f.aw, but if any provision of this Agreement is field <br />to he prohibited by or invalid tinder applicable Law, such provision shall be ineffective only to the extent o€ <br />such prohibition or invalidity, without invalidating tie remainder of such provision or the remaining, <br />provisions of this, Agreement, <br />Gro 9 Cavern', tt� lily. This Agreement shall be governed by and construed in accordance with the <br />laws of the State of California, without giving effect to any choice or conflict of law provision or rule that <br />would cause the application of the laws of any other jurisdiction. <br />6.10 Arbitration. Should there be any ambiguity, contradiction or inconsistency ill this <br />Agreement, or should any disagreement or dispute arise between the parties in connection with this <br />Agreement, the component representatives of the parties shall first attempt in good faith amicably to sattle the <br />matter by mutual negotiations, If such negotiations are unsuccessful, any controversy, dispute or claim arising <br />out of, or in connection with, this Agreement must be settled by final and binding arbitration to be held <br />exctusivefy in Orange County, California in accordance with the Commercial Arbitration Rules. as amended <br />and in effect 11-om time to time. of tite American Arbitration Association (the `Rules"). fhe procedures and <br />law applicable during the arbitration of arty controversy, dispute or claim shall be bath ire Rules and the <br />internal laws of the State of California excluding, and without regard to, its or any other jurisdiction's rules <br />concerning any conflict of laws. '€he arbitrator shall have the power to order injunctive relief or provide <br />further equitable remedies_ All fees and expenses relating to the work performed by the arbitrator(s) shall be <br />shared equally between the parties. Nothing in this paragraph shall prevent a party from seeking injunctive <br />relief front any the state m federal courts located in Orange County, California. Hie parties consent to the <br />exclusive jurisdiction and venue; of such courts with respect to any matter not within the arbitrator's <br />jurisdiction. Any award of the arbitrator may be enforced in any- court of competent jurisdiction. <br />