12. Miscellaneous. The Parties are independent contractors, and this Agreement and Services do not create any partnership, joint venture, or agency. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit such Party’s right to enforce such provision at a later time. All waivers by must be in writing to be effective. You may not assign or transfer this Agreement or any rights or obligations without the prior written consent of Real Ecom. Real Ecom may assign its rights and obligations under this Agreement and may engage subcontractors or agents in performing its duties and exercising its rights under this Agreement, without your consent. The Agreement will be binding on and will inure to the benefit of the Parties’ successors and permitted assigns. This Agreement is the entire agreement between you and Real Ecom regarding the subject matter of this Agreement and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and Real Ecom, whether written or verbal, regarding the subject matter of this Agreement. Except as expressly provided otherwise, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. The headings herein are for convenience only and are not part of the Agreement. Real Ecom will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Real Ecom’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemics, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.