7.1 Assignment. This AGREEMENT, and any of Your rights or obligations thereunder, may not be assigned, subcontracted or transferred by You, in whole or in part, whether voluntary, by operation of contract, law or otherwise, without the prior written consent of Apricorn. Any attempted assignment or transfer in violation of the foregoing will be null and void. Apricorn may assign, subcontract, or transfer this Agreement or any of its rights or obligations herein without Your consent.
7.2 Waiver. The waiver of a breach of any provision of this AGREEMENT shall not constitute a waiver of any other provision or any subsequent breach.
7.3 Severability. If any provision of this AGREEMENT is held to be illegal, invalid or unenforceable, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this AGREEMENT will remain in full force and effect.
7.4 Compliance with Laws; Export Control; Government Regulations. Each party shall comply with all laws applicable to the actions contemplated by this AGREEMENT. You acknowledge that the Product is provided subject to the U.S. Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that use or distribution contrary to applicable export control laws is prohibited. You represent that (1) You are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) You will not permit the Products to be used for any purposes prohibited by law, including, including but not limited to, any prohibited use, development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
7.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof and to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or proceeding may be instituted. All actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal courts located in the County of San Diego. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to the venue with respect to any proceeding brought in accordance with this Section. The United Nations Convention for the International Sale of Goods shall not apply.
7.6 Entire Agreement. This AGREEMENT contains the entire agreement of the parties with respect to the subject matter of this AGREEMENT and supersedes all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof. This AGREEMENT may be amended only in writing signed by authorized representatives of both parties.
7.7 Contact Information.
Please direct all correspondence or any questions concerning this AGREEMENT to the attention of Apricorn President through the means listed on Apricorn’s contact page
or call the toll free number 800-458-5448.