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breach of any provision of this Agreement or for any other remedy relating to it, then the prevailing party will be
<br />entitled to be reimbursed by the non -prevailing party for all costs and expenses so incurred (including reasonable
<br />attorney's fees, costs of bonds, and fees and expenses for expert witnesses) unless the arbitrator or other trier of
<br />fact determines otherwise in the interest of fairness.
<br />I. Supremacy. In the event this Agreement conflicts with any other document between the parties for the
<br />transactions subject to this Agreement, the terms of this Agreement will control.
<br />m. Survivability. The obligations in this Agreement, which by their nature would continue beyond the termination,
<br />cancellation, or expiration of this agreement will survive the Termination of this Agreement, even if the terms of
<br />this Agreement do not otherwise specify that they survive.
<br />n. Notice. Any notice, demand, or other communication (collectively, a "notice") made pursuant to this Agreement
<br />must be in writing and either delivered by email, personally, sent by overnight delivery courier, or sent by certified
<br />or registered mail, postage prepaid, return receipt requested to the person designated below. Delivery is effective
<br />on the date emailed or personally delivered to the parties requiring notice, or the date confirmed delivered by the
<br />overnight delivery courier or by the mail service. Notices must be addressed to the parties' representatives and at
<br />the addresses or email(s) listed below their signature in this Agreement. Each party shall advise the other party
<br />immediately of any change in address or other contact information to which notice should be given.
<br />o. Scanning and Photocopies. The parties agree that the original of this Agreement, including the signature page,
<br />may be scanned and stored in a computer database or similar device, and that any printout or other output readable by
<br />sight that accurately reproduces the original of this document may be used for any purpose just as if it were the original,
<br />including proof of the content of the original writing.
<br />p. Counterparts. This agreement may be executed in counterparts which, when taken together, will be deemed an
<br />original and constitute one and the same document. Facsimile transmission of executed signature pages will be
<br />sufficient to bind the executing party.
<br />q. Termination. This Agreement may be terminated by either party for material breach or default of this Agreement by
<br />the other party not caused by any action or omission of the other party by giving the other party written notice at least
<br />thirty (30) days in advance of the termination date. In addition to the foregoing, this Agreement may be terminated by
<br />Client for its convenience and without cause of any nature by giving written notice at least fifteen (15) days in advance
<br />of the termination date. In the event of such termination, Rockfan will be paid for the reasonable value of the services
<br />rendered to the date of termination, not to exceed a pro -rated daily rate, for the services rendered to the date of
<br />termination, and upon such payment, all obligations of Client to Rockfan under this Agreement will cease. Termination
<br />pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be
<br />available to it.
<br />r. Accessibility. Rockfan represents and warrants that any equipment, hardware, software, or other Information and
<br />Communication Technology (ICT), as such term is defined in the Accessibility Standards for Individuals with a Disability
<br />as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. (the "Accessibility
<br />Standards"), furnished or licensed to Client under this Agreement fully complies with §§24-85-101, et seq., C.R.S., and
<br />the Accessibility Standards. If Rockfan violates this subsection, Client may (1) require Rockfan to replace the
<br />noncomplying equipment, hardware, software, or other Information and Communication Technology (ICT), with items
<br />fully conforming to §§24-85-101, et seq., C.R.S., and the Accessibility Standards, or (2) immediately terminate the
<br />Agreement for breach.
<br />s. Independent Contractor. It is the expressed intent of the parties that Rockfan is an independent contractor and not
<br />the agent, employee or servant of the Client, and that: ROCKFAN SHALL SATISFY ALL TAX AND OTHER
<br />GOVERNMENTALLY IMPOSED RESPONSIBILITIES INCLUDING BUT NOT LIMITED TO, PAYMENT OF STATE,
<br />FEDERAL, AND SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, WORKER'S COMPENSATION AND SELF-
<br />EMPLOYMENT TAXES. NO STATE, FEDERAL OR LOCAL TAXES OF ANY KIND SHALL BE WITHHELD OR PAID
<br />BY THE CLIENT. ROCKFAN IS NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS EXCEPT AS MAY BE
<br />PROVIDED BY ROCKFAN NOR TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS UNEMPLOYMENT
<br />COMPENSATION COVERAGE IS PROVIDED BY ROCKFAN OR SOME ENTITY OTHER THAN THE CLIENT.
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