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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 10.4 The parties expressly acknowledge and agree that Lively and Employer have entered into this Agreement in reliance upon the limitations of liability specified herein. 10.5 Some jurisdictions may not allow the exclusion or limitation of incidental, special, consequential, or other damages, so the above limitations or exclusions may not apply to any individual who establishes and maintains an account at Lively while employed by Employer. In such event, the liability of Lively for such damages with respect to the Services will be limited to the greatest extent permitted by applicable law in such jurisdiction. 11. Force Majeure Event 11.1 "Force Majeure Event" means any act or event, whether foreseen or unforeseen, that: (i) prevents a party (the "Nonperforming Party"), in whole or in part, from: performing its obligations under this Agreement; (ii) is beyond the commercially reasonable control of and not the fault of the Nonperforming Party, and (iii) the Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. A Force Majeure Event does not include economic hardship, changes in market conditions, insufficiency of funds, unavailability of equipment or supplies or strikes, work -to -rule actions, go-slows or similar labor difficulties. 11.2 If a Force Majeure Event occurs, the Nonperforming Party is excused from whatever performance is prevented by the Force Majeure Event to the extent so prevented. Despite the previous sentence, no obligation by either the Performing Party or the Nonperforming Party to make any payment required under this Agreement is excused as a result of a Force Majeure Event. 11.3 During the continuation of the Force Majeure Event, the Nonperforming Party shall exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party, continue to perform its obligations under this Agreement to the extent it is able; and exercise commercially reasonable due diligence to cause the Suspension of Performance to be of no greater scope and no longer duration than the Force Majeure Event requires. 12. Miscellaneous 12.1 Either party may assign this Agreement to any subsidiary or Affiliate under its control, or as part of the sale of any substantial portion of its assets, or pursuant to any merger, consolidation or other reorganization, without the other party's prior written consent. Except as so provided, Employer may not assign its rights and responsibilities under this Agreement without the prior written consent of Lively, which consent shall not be unreasonably withheld. Lively may assign this Agreement for any reason with prior written notice to Employer. An assignee of either party, if authorized hereunder, shall have all of the rights and obligations of the assigning party set forth in this Agreement. 12.2 This Agreement will be governed, controlled and interpreted by the laws of the state of Florida without regard to the provisions thereof related to choice of laws or conflicts of laws. 12.3 If any term, condition or provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining terms, conditions