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law, rule or regulation by you or any person accessing or using the Software or Services by or through you
<br />(including Third Party Clients); (b) any actual or alleged infringement or violation by you or any person
<br />accessing or using the Software or Services by or through you of any intellectual property or privacy or other
<br />right of any person or entity (including Third Party Clients); or (c) any claims by Third Party Clients or arising
<br />out of or relating to your relationship with any Third Party Client.
<br />14. MISCELLANEOUS.
<br />14.1. Independent Contractor. The relationship between Kaseya and you is that of independent contractors, and
<br />nothing contained in the Agreement shall be construed to: (a) give either party the power to direct and
<br />control the day-to-day activities of the other; (b) constitute the parties as partners, joint venturers, co -
<br />owners, agents, employer and employee, franchisor and franchisee or otherwise; or (c) allow either party to
<br />create or assume any obligation on behalf of the other party for any purpose whatsoever. You are not an
<br />employee of Kaseya and are not entitled to any Kaseya benefits. All financial and other obligations
<br />associated with each parry's business are the sole responsibility of such party. You represent and warrant
<br />that you: (x) will not make any representation, warranties, or guarantees on behalf of Kaseya, and (y) will
<br />not disparage Kaseya in any manner or otherwise harm Kaseya's business or reputation.
<br />14.2. Choice of Law. The Agreement shall be governed by Delaware law and controlling United States federal
<br />law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes,
<br />actions, claims or causes of action arising out of or in connection with the Agreement or the Software or
<br />Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara
<br />County, California. The 1980 United Nations Convention on Contracts for the International Sale of Goods
<br />and its related instruments will not apply to the Agreement. You and Kaseya agree that you and Kaseya
<br />MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY,
<br />and not as a plaintiff or class representative or class member in any purported class or representative
<br />proceeding as a private attorney general. Kaseya and you hereby agree that each is waiving all respective
<br />rights to a trial by jury regarding any disputes, actions, claims or causes of action arising out of or in
<br />connection with the Agreement or the Software or Services. This choice of jurisdiction and venue does not
<br />prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights,
<br />confidentiality obligations or enforcement of recognition of any award or order in any appropriate
<br />jurisdiction. If either party commences litigation in connection with the Agreement, the prevailing party
<br />will be entitled to recover its reasonable attorneys' fees, costs and other expenses.
<br />14.3. Assignment. No party may assign the Agreement, or any rights or obligations hereunder, whether by
<br />contract, operation of law, or otherwise without the express written consent of the other party to the
<br />Agreement, except: (a) in the case of Kaseya, Kaseya may assign the Agreement without your prior consent
<br />to: (i) one or more of the Kaseya Entities, (ii) an acquirer of assets, or (iii) a successor by merger; and (b) in
<br />the case of you, you may assign all of your rights in connection with a sale of all or substantially all of your
<br />assets or in connection with a merger or other third -party acquisition of all or substantially all of your in
<br />which the Software or the Services are used, and then only if (i) you retain no further rights under the
<br />Agreement, (ii) your .assignee or transferee expressly agrees in writing to assume all of your obligations
<br />under the Agreement, (iii) your assignee or transferee is no less capable of performing the Agreement than
<br />are you; and (iv) the assignee is not a competitor of any Kaseya Entity as determined in Kaseya's sole
<br />discretion. Unless otherwise agreed in writing by Kaseya, you will remain jointly and severally liable with
<br />any such assignee or transferee for the full and timely performance of all obligations under the Agreement.
<br />Notwithstanding the foregoing, any actual or proposed assignment to a competitor of Kaseya or change in
<br />control of you that results or would result in a competitor of Kaseya directly or indirectly owning or
<br />controlling 50% or more of you shall entitle Kaseya to terminate the Agreement for cause in whole or in
<br />part immediately upon written notice. Any purported assignment in violation of this section shall be void.
<br />14.4. Force Majeure. Kaseya's performance of the Agreement (including the Privacy Statement) is subject to
<br />existing laws and legal process, and you agree that Kaseya may comply with law enforcement or regulatory
<br />requests or requirements notwithstanding any contrary term of the Agreement. Each party's obligation to
<br />perform its obligations hereunder (other than your obligation to pay fees when due) shall be suspended
<br />during any period that the party is rendered incapable of performing by virtue of any criminal acts of third
<br />parties, war, viruses, acts of public enemies, severe weather conditions, utility failures, strikes or other labor
<br />disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees,
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