CPS FX1234 - Page 13

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A/C DATABASE END-USER LICENSE AGREEMENT
all prior oral, written and/or contemporaneous negotiations, commitments and understandings of the parties.
(b) This Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conicts of law. The
United Nations Convention on Contracts for the International Sale of Goods shall not apply. You hereby irrevocably and unconditionally
submit to the exclusive jurisdiction of any state or federal court sitting in New York, New York over any suit, action or proceeding arising out
of or relating to this Agreement; provided that the foregoing shall not restrict Licensor or its agents from ling suits, actions or proceedings
arising out of Host’s failure to pay in any jurisdiction of Licensor or its agent’s choice.
(c) No delay or failure by MOTOR to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of
MOTOR’s right thereafter to exercise or enforce each and every right and provision of this Agreement.
(d) If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modied to the minimum
extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement
shall not be affected thereby.
(e) This Agreement may only be amended, modied, suspended or canceled by a writing signed by MOTOR.
(f) This Agreement may be assigned by MOTOR, but may not be assigned by You.
By clicking on one of the buttons below, I acknowledge that I have read and understood the provisions of this End-User License Agreement.
If you accept this Agreement, indicate so when prompted by your FX1234. Should you not accept the Agreement, indicate so when
prompted by the FX1234. The Database will not be accessible if you do not accept the Agreement.