General. Miscellaneous. LawNenue. Unless prohibited by State statute or U.S. Federal law, any legal action may only be brought in Denver County, Colorado or the United States District Court, Colorado; and this Agreement is to be interpreted and enforced according to Colorado law except where U.S. Federal law applies. Notices. All notices required under this Agreement must be in writing. Notice will be deemed given when delivered personally or five (5) days after having been sent by first class mail, postage pre-paid, to the addresses stated above, or to such other address as may be requested by the parties from time to time; or when sent by email upon receipt when receipt is confirmed by separate email. Rights Reserved. All rights not expressly granted are reserved. Further, this Agreement is not to be construed to constitute a license to Contracting Party to make, use, sell, or promote the INFORMATION in whole or in part. Independent Contractors. The parties are independent of each other. Nothing in this Agreement shall be construed to create an employment or joint relationship between the parties. Binding Effect. This Agreement shall be binding upon and inure to the benefit of subsidiaries, affiliates, successors, and assigns of the parties. No Modification or Assignment. No modifications to this Agreement shall be valid unless made in writing and executed by both parties. This Agreement is not assignable by the Contracting Party. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the parties shall endeavor to modify that clause in a manner that gives effect to the intent of the parties in entering into the Agreement. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings whether written or oral. Waiver. Any wavier of a particular breach of this Agreement by a party shall not operate as a waiver to any other breach of this Agreement by that party. Captions for Convenience. All captions used in this Agreement are for convenience only and shall have no meaning in the interpretation or effect of this Agreement. Construction. This Agreement is not to be construed against the drafter. DISCLAIMER/LIMITATION ON LIABILITY. THE PRINCIPAL DISCLAIMS ANY AND ALL LIABILITY FOR CLAIMS, ACTIONS, DEMANDS, OR LITIGATION, INCLUDING, BUT NOT LIMITED TO, SPECIAL OR CONSEQUENTIAL DAMAGES, AND ATTORNEYS' FEES AND COSTS, CONCERNING THE COMPLETENESS OR ACCURACY OF THE INFORMATION. IN THE EVENT THIS DISCLAIMER IS DEEMED INVALID, PRINCIPAL'S MAXIMUM LIABILITY TO THE CONTRACTING PARTY OR ANY OTHER THIRD PARTY BENEFICIARY TO THIS AGREEMENT FOR ANY AND ALL CLAIMS RELATING TO THE INFORMATION OR THIS AGREEMENT SHALL BE $100, U.S., INCLUSIVE OF ALL POSSIBLE MONEY JUDGMENTS, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COSTS, AND/OR DAMAGES, WHETHER DIRECT, INDIRECT OR PUNITIVE. Authority. The individuals executing this Agreement on behalf of their respective parties hereby represent and warrant that they have the right, power, legal capacity, and appropriate corporate authority to enter into this Agreement on behalf of the corporation for which they sign below.