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This Agreement shall be binding on the parties,their successors and their permitted assigns.Neither party may assign its rights or obligations under this Agreement without the written consent of the other. 10.2 No AGENCY • Each party,in all matters relating to this Agreement,will act as an independent contractor and independent employers. Except as otherwise expressly set forth herein,neither party will have authority and will not represent that it has any authority to assume or create any obligation,express or implied,on behalf of the other,or to represent the other as an agent, employee or in any other capacity. Nothing in this Agreement shall be construed to have established any agency,joint venture or partnership betweenthe parties. Neither party shall make any warranties or representations on behalf of the other party. 10.3 GOVERNING LAW This Agreement, and all matters relating hereto, shall be governed in all respects by the laws of State of Florida, excluding the application of any conflict of laws principles and/or rules. The parties hereby agree that all disputes arising out of this Agreement shall be subjectto the exclusive jurisdiction of and venue in the competent courts located in Miami Dade County Florida and consent to the personal and exclusive jurisdiction and venue of these courts. 10.4 SEVERABILITY In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision,such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole,and,in such event,such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 10.5 ATTORNEY'S FEES In any legal proceeding between the parties,the parties shall be responsible for their own attorney's fees and expenses. 10.6 FORCE MAJEURE If performance hereunder is prevented,restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected,upon giving prompt notice to the other party,shall be excused from such performance to the extent of such prevention,restriction or interference. 10.7 ENTIRE AGREEMENT This Agreement,together with the Appendix attached to it,constitutes the entire agreement between the parties with respect to the subject matter hereof This Agreement supersedes,and the terms of this Agreement govern,any prior agreements with respect to the subject matter hereof This Agreement may not be modified,amended or any provision waived-except by the parties'mutual written agreement. 10.8 No WAIVER Failure by either party to enforce any provision of this Agreement(whether in any one or more instance)shall not be deemed a waiver of future enforcement of that or any other provision. 10.9 NOTICE • Any notices hereunder provided to PayByPhone shall be given at the address specified below or at such other address as PayByPhone specifies in writing. Any notices hereunder provided to Client shall be given at the address specified below or at such other address as Client specifies in writing. Any notice or other communication required to be given hereunder by either party shall be deemed duly given(a)when personally delivered to the other party,or(b)on the date of receipt when such notice was mailed by certified mail,postage prepaid and return receipt requested,addressed to the other party at the address set forth above,or such other address as either party may designate by giving written notice to the other; or(c)on the date of receipt when such notice was sent by facsimile or a-mail to the other party; provided the sending party receives a written or electronic notice of f receipt from the other party of the facsimile or e- mail. 10.10 COUNTERPARTS Page 5 of 8 a � .