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12.4. Modifications to the EULA. CVDC may change this EULA or any of its components by agreement with Village <br />and by updating this EULA accordingly. Changes to the EULA apply to any Entitlements acquired after the date of <br />modification. <br />12.5. Compliance with Laws. Each party will comply with all laws and regulations applicable to their respective <br />obligations under this EULA. CVDC may restrict the availability of the CVDC Technology in any particular location <br />or modify or discontinue features to comply with applicable laws and regulations. <br />12.6. Governing Law and Venue. This EULA, and any disputes arising from it, will be governed exclusively by the <br />laws of the State of Ohio. The courts located in Cuyahoga County, Ohio will have exclusive jurisdiction to <br />adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement. <br />Each party hereby consents and submits to the exclusive jurisdiction of such courts. Either party may seek <br />interim injunctive relief in any such court of appropriate jurisdiction with respect to any alleged breach of <br />CVDC's intellectual property or proprietary rights. <br />12.7. Notice. Any notice delivered by CVDC to Village under this EULA will be delivered via email or regular mail. Notices <br />to CVDC should be sent to CVDC via email or regular mail unless this EULA, applicable Product Specific Terms or <br />an order specifically allows other means of notice. <br />12.8. Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its <br />obligations due to an event or circumstances beyond its reasonable control. <br />12.9. No Waiver. Failure by either party to enforce any right under this EULA will not waive that right. <br />12.10. Severability. If any portion of this EULA is not enforceable, it will not affect any other terms. <br />12.11. Entire agreement. This EULA is the complete agreement between the parties with respect to the subject matter of <br />this EULA and supersedes all prior or contemporaneous communications, understandings or agreements (whether <br />written or oral). <br />12.12. Order of Precedence. If there is any conflict between this EULA and any Product Specific Terms expressly <br />referenced in this EULA, the order of precedence is: (a) such Product Specific Terms; (b) this EULA (excluding the <br />Product Specific Terms and any CVDC policies); then (c) any applicable CVDC policy expressly referenced in <br />this EULA. <br />MAYFIELD VILLAGE: <br />kAy�� 4� <br />Brenda T. Bodnar, Mayor <br />Stephen Schutt, Council President <br />Appr a as to orm <br />onl . <br />Anthony/Co ne Law Director <br />Mayfie ilia e <br />101 <br />CHAGRIN VALLEY DISPATCH COUNCIL: <br />Mayor Kirsten Holzheimer Gail, President <br />Approved as to form only: <br />David 1. Matty, Director of Law <br />Chagrin Valley Dispatch Council <br />