a. Law/Dispute Resolution:   This Agreement is governed by the laws of the State of Idaho, without application of the principles of conflicts of laws, and any action arising from or relating to this Agreement must be brought in a federal court in the Commonwealth of Idaho or in state court in Boise, Idaho, and Customer irrevocably submits to the jurisdiction and venue of any such court. In the event of a dispute, the prevailing party is entitled to recover reasonable fees and court costs.

b. Waiver:   No waiver of any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, shall in any event be binding on or effective against such party unless it be agreed to in writing by such party, and then such waiver shall be effective only in the specific instance and for the purpose for which given.

c. Assignment:   Customer shall not assign any of its rights to this Agreement without the prior written consent of ITG, which shall not be unreasonably withheld; notwithstanding the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. Customer agrees that CyBiz Inc. will be a third party beneficiary of this Agreement.

d. Entire Agreement; Amendments:   This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. This Agreement may not be modified or amended except in writing by the Customer and ITG.