If any provision of this Agreement so construed is held invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect. This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United States of America and the State of California without respect to its choice of law provisions. Any action between the parties will be venued in a California state or federal court.