This Agreement sets forth the entire agreement among the parties with respect to the subject matter of this Agreement.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by fax or PDF shall be as effective as delivery of an original.  This Agreement inures to the benefit of PayMeOn Inc.’s subsidiaries and its and their successors and assigns, who are third-party beneficiaries of this Agreement.   The validity, construction, interpretation and performance of this Agreement shall be construed under, and governed by, the laws of the State of Florida without regard to conflicts of law principles.   THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATED TO THIS AGREEMENT.  If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be modified by a court of competent jurisdiction to make such provision legal, valid and enforceable, without invalidating the remainder of such provision or the remaining provisions of this Agreement, with the provisions of this Agreement being interpreted, to the maximum extent possible, so as to conform to the original intent of this Agreement.  This Agreement may not be changed, supplemented, canceled or terminated, and the terms hereof may not be waived, except by written instrument signed by the parties.  No delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.  No waiver any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies.   The time period of a restrictive covenant herein shall only be deemed to have run while the party bound thereby was in full compliance therewith.  All notices in respect of this Agreement shall be given in writing, shall be hand delivered or sent by registered or certified first-class mail, postage prepaid, and shall be effective upon delivery if hand delivered, or three days after mailing if mailed.  The non-prevailing party shall reimburse the prevailing party for all reasonable collection and enforcement costs, including all reasonable attorneys’ fees and disbursements, in connection with any proceeding related to any breach or threatened breach hereof.