This Agreement and all Purchase Orders are governed by the laws of the State of California without regard to choice of law provisions. Any judicial action or proceeding brought in connection with this Agreement will be brought in the city of San Francisco, California in the state or federal courts therein. The parties hereby consent to personal jurisdiction in the state of California as applicable in accordance with the foregoing. Notices to be given or submitted by either party to other under this Agreement will be in writing and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, and postage prepaid. Notices will be addressed to the addresses set forth in the preamble of this Agreement unless either party gives notice to the other. The parties acknowledge that (a) they are acting as independent contractors, (b) the parties will not be deemed to be agents of each other, and (c) no joint venture, franchise, partnership, agency, or other relationship will be created or implied by this Agreement. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be illegal, 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. If any provision is adjudged as such, its removal from the Agreement will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The failure of either party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Neither party may transfer or assign this Agreement, or any portion thereof, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Abstract may assign this Agreement upon notice to Reseller in the event of a merger, or acquisition of all or substantially all of its assets, or for purposes of corporate restructuring. Any attempt to assign this Agreement in contravention of this section will be null and void. This Agreement, constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. This Agreement may only be amended, modified or supplemented by an agreement in writing by non-preprinted agreements clearly understood by both parties to be an amendment and signed by each party hereto. The headings in this Agreement are for convenience only and will not be considered a part of, or be deemed to affect the construction or interpretation of, any provision of this Agreement.