Miscellaneous

If any provision of the Agreement is held to be ineffective, unenforceable, or illegal under certain circumstances for any reason, such decision shall not affect the validity or enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances, and such provision shall be reformed to and only to the extent necessary to make it effective, enforceable, and legal under such circumstances. All headings are solely for convenience and shall not be considered in interpreting this Agreement. This Agreement shall be governed by and construed under New York law as such law applies to agreements between New York residents entered into and to be performed entirely within New York, except as required by U.S. Government rules and regulations to be governed by Federal law.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US THAT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.