5. In the event of a disagreement over the election of the third arbitrator, the third arbitrator is appointed by the President of the International Court of Justice at the request of the parties. Each party is an independent contractor and is neither employee, agent, partner, nor joint venture of the others. Neither party undertakes contractually or otherwise to be binding on the other party or to declare that it has the authority to do so. This agreement binds and obliges the successors and authorized beneficiaries of each party to the transfer. Neither party yields this agreement without the prior written consent of the other party, except that [topcoder] may transfer that agreement to a company related to a subsidiary or in connection with a merger, reorganization, acquisition or other transfer of all or part of [topcoder`s] voting assets or securities. Any notification, notification, approval or consent required or authorized by this agreement is made at the address listed above. Any waiver of any of the parties to an express or implied violation of this agreement does not constitute a waiver of another violation or subsequent violation. No provision of the agreement that is waived by an act, omission or knowledge of a party or its representatives or employees, unless an instrument that expressly renounces this provision and is signed by a duly accredited official of the receiving party. Where a provision of this agreement is found to be unenforceable or invalid by a competent court, that provision is limited or removed to the minimum necessary for that agreement to remain in force in its entirety. Neither party is held liable to the other party for any delay in non-compliance with an obligation of this agreement (excluding non-payment of royalties) where the delay or failure is due to events that are not subject to the proper control of that party, including, but not limited to, strikes, blockades, wars , terrorist acts, disturbances, natural disasters, failures or failures or telecommunications or data networks or services. or denied permission or a licence by a government authority. This agreement is considered in and is interpreted in accordance with the laws of the State of California, regardless of its conflict of laws.
The jurisdiction and jurisdiction for the actions in connection with this agreement are the state and federal courts in San Francisco County, California, and both parties hereafter submit to the personal jurisdiction of those courts.