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11 January 2024 <br />limited to attorneys' fees to the extent such claims, damages, losses and expenses are caused by the negligence or <br />willful misconduct of Customer. This provision shall survive termination or expiration of the Agreement. <br /> <br />4. Miscellaneous. If any provision of this Maintenance Agreement is found to be unenforceable or invalid, that provision will <br />be limited or eliminated to the minimum extent necessary so that this Maintenance Agreement will otherwise remain in full <br />force and effect and enforceable. This Maintenance Agreement is not assignable, transferable or sublicensable by Customer <br />except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this <br />Maintenance Agreement without consent. This Maintenance Agreement is the complete and exclusive statement of the <br />mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications <br />and other understandings relating to the subject matter of this Maintenance Agreement, and that all waivers and modifications <br />must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or <br />employment is created as a result of this Maintenance Agreement and Customer does not have any authority of any kind to <br />bind Company in any respect whatsoever. Any disagreements shall be settled by arbitration in accordance with the rules of <br />JAMS, Inc. In any action or proceeding to enforce rights under this Maintenance Agreement, the prevailing party will be <br />entitled to recover costs and attorneys’ fees. All notices under this Maintenance Agreement will be in writing and will be <br />deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if <br />transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery <br />service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Maintenance Agreement shall <br />be governed by the laws of the State of California without regard to its conflict of laws provisions. <br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380