c. Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and RELAYTO consent to venue and personal jurisdiction there. 12. Miscellaneous a. Entire Agreement. This Agreement, including Customer's invoice and (purchase) order form with RELAYTO (if applicable), constitutes the entire agreement between Customer and RELAYTO with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the RELAYTO invoice, the RELAYTO order form, the Agreement. b. Governing Law. The agreement will be governed by Delaware law except for its conflicts of laws principles. c. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect. d. Notice. Notices to RELAYTO may be sent to [email protected]. e. Waiver. A waiver of any default is not a waiver of any subsequent default. f. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of RELAYTO. RELAYTO may not assign this Agreement without providing notice to Customer, except RELAYTO may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void. g. No Agency. RELAYTO and Customer are not legal partners or agents, but are independent contractors. h. Force Majeure. Except for payment obligations, neither RELAYTO nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and RELAYTO Internet disturbance). 9 of 52