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12.4. Relationship of the Parties. Nothing in this Agreement is intended or shall be construed to create or <br />establish any agency, partnership or joint venture relationship between the Parties. The Parties expressly disclaim such <br />relationship, agree that they are acting solely as independent contractors hereunder and agree that the Parties have no <br />fiduciary duty to one another or any other special or implied duties that are not expressly stated herein. Client has no <br />authority to act as agent for, or to incur any obligations on behalf of or in the name of, Company. Company and Client <br />shall be responsible for and shall pay promptly all federal, state and municipal taxes, charges and assessments with respect <br />to its employees or agents, including but not limited to, social security, unemployment, federal and state withholding and <br />other taxes. <br />12.5. Notices. All notices required or permitted to be given by one Party to the other under this Agreement <br />shall be sufficient if sent by certified mail, return receipt requested, to the Parties at the respective addresses set forth on the <br />Subscription Agreement attached hereto, or to such other address as the Party to receive the notice has designated by <br />written notice to the other Party. <br />12.6. Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the <br />enforceability of the remaining provisions shall not be impaired thereby and the illegal provision will be replaced with a <br />legal provision that encapsulates the original intent of the Parties. <br />12.7. Entire Ag-reement; Amendment: Waiver. This Agreement (which includes the Subscription Agreement <br />attached hereto) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes any <br />prior or contemporaneous agreement or understanding, whether written or oral, if any, between the Parties with respect to <br />such subject matter. In the event of a conflict between these terms and conditions and the Subscription Agreement attached <br />hereto, the Subscription Agreement shall control. This Agreement shall be construed as if both Parties had equal say in its <br />drafting, and thus shall not be construed against the drafter. This Agreement may be modified only by a further written <br />agreement signed by all of the Parties hereto. No waiver of breach of any provision of this Agreement by either Party shall <br />constitute a waiver of any subsequent breach of the same or any other provision, and no waiver shall be effective unless <br />made in writing and signed by an officer of the other Party. <br />12.8. Action. No action arising out of or otherwise associated with this Agreement or the rights granted <br />hereunder, regardless of form, may be brought by either Party more than two years after the cause of action has accrued. <br />12.9. Governing- Law. This Agreement and the rights and obligations of the Parties under this Agreement shall <br />be governed by, and construed and interpreted in accordance with, the laws of the State of California, excluding its rules of <br />conflicts of law. The Parties agree that the exclusive venues for any dispute arising out of this Agreement shall be the courts <br />for the County of Orange, California or in the United States District Court for the Central District of California and the <br />Parties each submit to the jurisdiction of such courts. The captions appearing in this Agreement have been inserted as a <br />matter of convenience and in no way define, limit or enlarge the scope of this Agreement or any of the provisions hereto. <br />Schedule C - Santa Ana Tow Operators