provide goods or services beyond the scope of this Agreement, except to the extent agreed in an Order Form between Aurelian and such Participating Agency. The Customer shall have no liability or responsibility for the actions, obligations, or payments of any Participating Agency. Any dispute, obligation, or enforcement action arising from a Participating Agency’s use of this Agreement shall be handled solely between Aurelian and the relevant Participating Agency.

13.5 Force Majeure. Except for payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.

13.6 Notices. All notices or communications required or permitted under this Agreement, including but not limited to notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and delivered by courier, certified or registered mail (postage prepaid and return receipt requested), or by email (with confirmation of delivery) to the other party at the address set forth on the signature page or such other address as the party may have designated by proper notice. Notices will be deemed delivered upon the earlier of: (a) actual receipt by the receiving party; (b) receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. E-mail may be used for routine communications and to obtain operational approvals and consents but may not be used for any other notices unless otherwise specified herein.

13.7 Governing Law; Venue. The laws of the State of Washington govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the state or federal courts located in the State of Washington, in the county where the Customer is located, for any litigation arising out of or relating to this Agreement or the Services.

13.8 Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.2 (Restrictions on Use) or 112 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys‘ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

13.9 Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either Customer’s or Aurelian’s successor(s) or permitted assign(s).

13.10 No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Customer and Aurelian. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement.

13.11 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.12 Dispute Resolution. Customer agrees to provide us with written notice within thirty (30) days of becoming aware of a dispute. Customer agrees to cooperate with Aurelian in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule.

13.13 Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

13.14 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

13.15 Entire Agreement. This Agreement, including any Order and any exhibits or attachments thereto (including any Executive Summary), constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No modifications to this Agreement will be binding on the other party unless accepted in writing by both parties. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement will govern unless the Order specifically overrides this Agreement. No amendment to this Agreement will be effective unless in writing and signed by the party to be charged.