12.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with LiveControl’s prior written consent which consent shall not be unreasonably withheld. LiveControl may freely transfer and assign any of its rights and obligations under this Agreement without notice to Customer.
12.3 Entire Agreement; Waiver; Amendment. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, modifications, and amendments must be in a writing signed by both parties, except as otherwise provided herein.
12.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind LiveControl in any respect whatsoever.
12.5 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
12.6 Governing Law and Dispute Resolution. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions thereof. The federal and state courts sitting in Los Angeles County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
12.7 Export. Customer agrees not to export, re-export, or transfer, directly or indirectly, the Service, Software, Equipment, any technical data, information acquired from LiveControl, or any products incorporating such data or information, in violation of applicable export laws or regulations.
12.8 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, computer, telecommunications, Internet service provider or hosting facility failures or delays involving Equipment, software or power systems not within possession or reasonable control of the party, or any other cause that is beyond the reasonable control of the party (“Force Majeure”). LiveControl will not be liable for any loss resulting from a cause over which it does not have direct control.
12.9 Order of Precedence. In the event of any conflict between this Agreement and the terms and conditions of Quote, the order of precedence is as follows: (1) the Quote and (2) this Agreement.