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• have any claim against the other Party for any damage or loss incurred by it with respect <br />to property located at the Bin Location, except as a result of the gross negligence or <br />willful misconduct of the other Party. <br />7. HOLD HARMLESS. Each Party (the "Indemnifying Party") agrees to <br />indemnify the other Party (the "Indemnified Party") against, and hold the Indemnified <br />Party harmless from, any loss, cost, expense, claims or demands (including reasonable <br />attorneys' fees) arising (i) by virtue of any accident, damage or injury to persons or <br />property which may be in or upon, or be placed in or upon, the Bin Location, (ii) by <br />reason of use of the Bin Location by the Indemnified Party's employees, members, <br />invitees, agents and Members, except for damage caused by the gross negligence and <br />willful misconduct of the Company, or (iii) by reason of the Indemnified Party's breach <br />of any of the terms or conditions of this Agreement, excluding, however, any such loss, <br />cost, expense, claims or demands arising as a result of the Company's gross negligence or <br />willful misconduct. The provisions of this Section 7 shall survive the earlier termination <br />of this Agreement. <br />8. GENERAL <br />8.1. Governing Law: This Agreement shall be governed in all respects by the <br />• laws of the State of Ohio, without giving effect to any choice of law or conflict of <br />law provision or rule (whether of the State of Ohio or any other jurisdictions) that <br />would cause the application of the laws of any jurisdictions other than the State of <br />Ohio. <br />8.2. Cession and Assignment: The Site is not entitled to assign, sub -license, <br />transfer, pledge, or share the rights acquired in this Agreement without the prior <br />written consent of the Company, which permission shall not be unreasonably <br />withheld. <br />8.3. Notices: All notices and other communications given or made pursuant to <br />this Agreement shall be in writing and shall be deemed effectively given: (a) upon <br />personal delivery to the Party to be notified, (b) when sent by confirmed <br />electronic mail or facsimile if sent during normal business hours of the recipient, <br />and if not so confirmed, then on the next business day, (c) five (5) days after <br />having been sent by registered or certified mail, return receipt requested, postage <br />prepaid, or (d) one (1) day after deposit with a nationally recognized overnight <br />courier, specifying next day delivery, with written verification of receipt. All <br />notices sent by registered mail or overnight courier shall be sent: <br />If to the Company: <br />• <br />