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EXHIBIT 1 <br />16 <br />Each of the Parties shall use at least those precautions to protect such information and other <br />property that it uses to protect its own information and other property, in no event less than those <br />precautions generally required by industry standards. <br />Client shall not use any Simpleview Materials to compete with Simpleview or in any way that <br />would diminish Simpleview's rights therein. <br />11. Miscellaneous <br />11.1 Entire Agreement <br />This Agreement and attached Exhibits constitute the entire agreement between Client and <br />Simpleview with respect to the subject matter hereof and there are no representations, understandings <br />or agreements which are not fully expressed in this Agreement. No amendment, change, waiver, or <br />discharge hereof shall be valid unless in writing and signed by the party against which such amendment, <br />change, waiver, or discharge is sought to be enforced. <br />11.2 Governing Law <br />This Agreement shall be construed in accordance with the laws of the State of Arizona. Exclusive <br />jurisdiction shall rest in Arizona, with venue in Tucson, Arizona for any dispute concerning <br />interpretation, breach of or enforcement of this Agreement. <br />11.3 Independent Contractors <br />The Parties agree that Simpleview and its personnel, in performance of this Agreement, are acting <br />as independent contractors and that this Agreement shall not create any agency between the Parties. <br />11.4 Alternative Dispute Resolution <br />In the event of any dispute or claim arising under or related to this Agreement, the parties shall <br />use their best efforts to settle such dispute or claim through good faith negotiations with each other. If <br />such dispute or claim is not settled through negotiations within 30 days after the earliest date on which <br />one party notifies the other party in writing of its desire to attempt to resolve such dispute or claim <br />through negotiations, then the parties agree to attempt in good faith to settle such dispute or claim by <br />mediation conducted under the auspices of an established and neutral mediation service selected by <br />the parties. Such mediation shall be conducted within 60 days following either party's written request <br />therefore. If such dispute or claim is not settled through mediation, then either party may seek legal or <br />equitable remedies in a proceeding in a court of law. <br />11.5 Force Majeure <br />Neither party shall be liable for delays or failure in performance thereunder caused by acts of God, <br />war, strike, riot, labor dispute, work stoppage, fire, judicial or governmental action, or any other cause, <br />whether similar or dissimilar, beyond reasonable control of that party. Notwithstanding the <br />aforementioned, it is understood that Simpleview shall have the responsibility to perform its services in a <br />commercially reasonable manner to safeguard Client's Internet and web hosting, including data, from <br />Page 18 <br />