Rosetta Stone 2014 Annual Report Download - page 173

(e) This Release shall be governed by the internal laws of the Commonwealth of Virginia, irrespective of the choice of
law rules of any jurisdiction.
(f) Should any provision of this Release be declared illegal or unenforceable by any court of competent jurisdiction
and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this
Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), above, is declared void or unenforceable, then this
Release shall be null and void and both parties shall be restored to the positions that they occupied before the Release’s execution
(meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the
Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be
inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding
shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which Section 2(a) is
declared unenforceable.
(g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and
agreements.
(h) This Release shall not be modified except in a writing signed by the parties.
(i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against
the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No
waiver of any breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this
Release.
(j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision
of this Release.
(k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The singular
shall include the plural, and the plural shall include the singular.
(l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other
party reasonably believes is necessary to carry out the purpose or effect of this Release.
(m) Any party contesting the validity or enforceability of any term of this Release shall be required to prove by clear
and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake
of fact or law.
(n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair
opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the meaning and effect of this Release.
Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its
drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language
used.
(o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the
Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction
over them in, and subject matter jurisdiction concerning, any such action.