13.1. Assignment. Licensee may not assign or delegate this Agreement or any of its rights or duties hereunder, directly, indirectly, by operation of law or otherwise, without the written consent of Viablegrid, and any such purported assignment or delegation will be void. Viablegrid may assign this Agreement without consent, including in connection with the sale or other transfer of substantially all of its equity or assets to which this Agreement relates. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. 13.2. Waiver and Amendment. Except as set forth in Section 11, no modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power orremedy. 13.3. Choice of Law; Jurisdiction, Venue. This Agreement will be governed by the laws of the State of California, without regard to its provisions on conflicts of law. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the in San Francisco, CA connection with any dispute hereunder or the enforcement of any right or obligation hereunder. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 13.4. Notices. Any notice required or permitted by this Agreement will be deemed given if delivered by registered mail, postage prepaid, addressed to the other party. Delivery will be deemed effective three (3) days after deposit with postal authorities. Notices to Viablegrid should be sent to: Viablegrid Inc., 2035 Sunset Lake Road, Suite B-2, Newark DE 19702 (USA). Notice to Licensee should be addressed to the person indicated in connection with the online registration completed by Licensee. Each party may change its designated addressee or address by notice to the other party, or in the case of Licensee, by updating the address associated with Licensee’s account. 13.5. Independent Contractors. The parties are independent contractors with respect to each other. Each party is not and will not be deemed to be an employee, agent, partner, joint venturer, franchisee or legal representative of the other for any purpose and will not have any right, power or authority to create any obligation or responsibility on behalf of the other. 13.6. Severability. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. 13.7. Complete Understanding. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, proposals and representations between or by theparties. 13.8. Force Majeure. Except with respect to obligations to make payments hereunder, neither party will be deemed in default hereunder, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.