18. Jurisdiction and Governing Law.
The Participant Agreement shall be construed, governed and enforced under the laws of the United States and the State of Georgia (without regard to rules governing conflict of laws). Participant agrees that a nonexclusive venue for all actions, relating in any manner to the Participant Agreement or use of the Marketplace (other than arbitration matters), shall be in a federal or state court of competent jurisdiction located in Fulton County, Georgia. Each party hereby consents and submit to the in personam jurisdiction of such courts, and to the extent permitted by law, hereby consents that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above.

19. Miscellaneous.
Demand Exchange shall not be liable for delay or failure in any of its performance hereunder due to causes beyond its reasonable control, including but not limited to, an act of nature, war, natural disaster, governmental regulations, communication or utility failures or casualties or the failures or acts of third parties. Except as otherwise set forth herein, all notices will be deemed properly given if sent to each party via electronic transmission through email or by a notice placed on this Website, by a nationally recognized overnight courier or by certified or registered mail, postage prepaid and return receipt requested to the parties at the address listed below. Notices shall be deemed given upon Electronic Agreement, delivery or refusal of delivery by the receiving party. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of the Participant Agreement will continue in full force and effect. No waiver of any breach of a provision of the Participant Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. The Participant Agreement may be executed by Electronic Agreement and/or in counterparts, each such Electronic Agreement and counterpart shall be an original and altogether shall constitute but one and the same document. Participant and Demand Exchange are independent organizations acting for their own account and neither party is the partner, joint venturer or agent of the other. Demand Exchange is not a party to any of the Trades. Participant may not assign its rights or obligations under the Participant Agreement, in whole or in part, without the prior written consent of Demand Exchange, regardless of whether the assignment is by operation of law or otherwise. Subject to the foregoing restriction, any assigned agreements will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.

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