END USER LICENSING AGREEMENT (EULA)

BY ACCEPTING THIS AGREEMENT THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (THE “ORDERING DOCUMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS HEREIN, YOU SHALL NOT ACCESS OR USE THE PRODUCTS PROVIDED HEREIN. NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY PRODUCT THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S PRODUCTS.

This End User License Agreement (“EULA” or “Agreement”) is a binding agreement between ANSR Source Content US, LLC, a Texas corporation (“Company”), whose primary place of business is at 5900 Balcones Drive, Ste 8078, Austin, Texas 78731, and the entity submitting the Order to enable access to the Products and to use the Products described herein (the “Licensee”). The Company and the Licensee are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.

WHEREAS, Company has developed certain products as more fully described in the Ordering Document (the “Products”).

WHEREAS, Licensee has obtained a license to access the Products, and Company has granted a license to the Licensee to access the Products,.

NOW THEREFORE, in consideration of the agreements contained below, the Parties hereby agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms will have the meanings ascribed to them below.

• Affiliate means any company the majority of whose voting shares is now or hereafter, owned or controlled, directly or indirectly, by a Party hereto, or by an entity which owns or controls a Party hereto, as applicable.
• Authorized User means any person that the Licensee allows (with Company’s prior written consent) to access the Products, including employees, contractors, and agents of Licensee, who agree to comply with and be bound by the terms and conditions of this Agreement.

• Fees means the fees charged to Licensee for the access to the Products, as set forth in the Ordering Document.

• Intellectual Property Rights means all rights in, to, or arising out of:

• • any U.S., international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;
  • inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data;
  • copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, trademarks, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise;
  • all proprietary materials such as copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of the Company and licensors/content partners of the Company, including without limitation source code, video, text, software, photos, graphics, images, music, and sound; and
  • any other similar or equivalent proprietary rights anywhere in the world.

• Licensee Data means Licensee, Authorized User and other information provided to the Company by the Licensee or its Authorized Users, including but not limited to names and email addresses.

• Marks means a Party’s corporate or trade name, trademark(s), logo(s), domain names or other identification of such Party.

• Order or SO means the order form, sometimes referred to as the Ordering Document, approved by Company pursuant to which Licensee orders access to the Products.

• Start Date means the date that Licensee specifies on the Order, being the first day when Licensee shall be able to access the Products. If Company accepts the Order, the Start Date will be the date specified on the Order.

• Usage Data means all of the data that is generated as a result of the access to the Products by the Licensee and its Authorized Users.

2. PRODUCTS

• Products. The Company shall provide the Licensee with access to the Products described in the Ordering Document, in exchange for the Fees set forth in he same Ordering Document.

• Orders. From time to time, Company and Licensee may execute one or more Orders that describe the Products that the Company will permit the Licensee to access (each an “SO”). Each SO will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. An SO may be amended only by written agreement of the Company and the Licensee. In the event of a conflict between the terms of an SO and the terms of this Agreement, the terms of the relevant SO will prevail as regards that SO.

• Disclaimer. Licensee acknowledges and agrees that Company may stop (permanently or temporarily) providing the Products, (or any part of the same) to Licensee generally for whatever reason, at Company’s sole discretion, without prior notice to Licensee.

3. RESPONSIBILITIES OF AND REPRESENTATIONS OF LICENSEE

• The Licensee will cooperate in accurately providing the Company with the Licensee Data where required by the Company.

• The Licensee will be responsible for obtaining and maintaining at the Licensee’s expense all the necessary computer hardware, software, modems, connections to the Internet and other items required to access the Products, where applicable.

• Licensee will provide as true, accurate, current and complete account information as commercially reasonable; and maintain and promptly update all account information to ensure same.

• Licensee acknowledges that access to the Products is to be limited to Authorized Users, whom Licensee has screened and authorized to have access to the Products. Licensee acknowledges that the usernames and passwords given to Authorized Users are confidential and need to be carefully controlled and safely kept. Licensee shall indemnify and hold Company harmless from any claim or damage asserted against Company resulting from use of such user names and passwords.

• Licensee is responsible for all activity occurring under Licensee’s accounts. Licensee will provide Company with all information and assistance that Company requires to be able to provide Licensee access to the Products. Licensee will immediately notify Company of any unauthorized account use or other suspected security breach, or unauthorized use, copying or distribution of Products or Licensee Data.

• Licensee represents and warrants that the performance of its obligations and access of the Products by its Authorized Users will not:

• • violate any applicable laws, or regulations; or

• • cause a breach of any agreements with any third parties or unreasonably interfere with the use by other customers of the Products.

• Licensee shall not, nor shall it permit or assist others to:

• • abuse or fraudulently use the Products;

• • use the Products for any purposes or reasons except for Licensee’s own internal business requirements;

• • process or permit to be processed the data of any third party that is not expressly authorized herein to access the Products; or

• • attempt to copy, reverse-engineer, modify, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source codes of any part of the Company’s Intellectual Property Rights or any part of the Products or any part of the content that comprises the Products;

• • license, sublicense, access, use, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Products or make access to the Products available to any third party;

• • access or use the Products to build or support or develop any products or Products competitive with the Products, or use the Products on behalf of, or to provide any product or service to, third parties;

• • scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public or unauthorized data from the Products;

• • modify or create derivative works of the Products or copy any element of the Products or the content that comprises the Products;

• • remove or obscure any proprietary notices in the Products or otherwise misrepresent the source of ownership of the Products;

• • attempt to gain unauthorized access to the Products, engage in any denial of service attacks, or otherwise cause immediate, material or ongoing harm to Company, its provision of the Products, or to others;

• • transmit any viruses or other harmful materials by way of accessing the Products;

• • access or use the Products for monitoring the availability, security, performance, functionality, or for any other benchmarking or competitive purposes without Company’s express written permission;

• • falsely identify itself or provide any false information to establish any account that will be used to gain access to and/or use of the Products;

• • use the Products to initiate or propagate malware;

• • interfere with the Product’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Product;

• • use the Products in a manner that violates applicable law or regulation, infringes on the rights of any person or entity, or violates this Agreement, or engage in any fraudulent, misleading, illegal or unethical activities related to the Products;

• • permit any third parties to use the Products other than Authorized Users; or

• • post, plagiarise, copy, transmit, retransmit, distribute, redistribute, publish, republish, decompile, disassemble, reverse engineer, or otherwise reproduce, store, transmit, modify, or commercially exploit any of the Company’s Intellectual Property Rights in any form or by any means, for any purpose, including the Products.

• In the event of any breach by Licensee of any of the foregoing representations or covenants, or any other breach by the Licensee, in addition to any other remedies available at law or in equity, Company will have the right to suspend immediately Licensee’s access to the Products if deemed reasonably necessary by Company to prevent any harm to Company and its business. Company will provide notice to Licensee and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, Company will promptly restore Licensee’s access to the Products.

4. RIGHT TO MONITOR AND AUDIT

• Company will have the right to review and monitor all use of the Products by Licensee and its Authorized Users to ensure compliance with all of the terms of this Agreement.

• Licensee will provide to Company an accurate Products access and use verification report for the Products within thirty (30) days from Company’s request. If Licensee’s prepared Products access and use verification report identifies that Licensee is out of compliance with this Agreement, Licensee will be required to purchase the additional subscriptions and pay any fees associated with the subscriptions. Company may also charge an out-of-compliance fee.

• In addition to the foregoing, Company shall also have the right to audit Licensee’s and its’ Authorized User’s access to the Products at any point of time, to determine whether they are in compliance with the usage restrictions set out in this Agreement and where such audit reveals that Licensee is overutilizing its license to use the Products, Licensee shall immediately pay Company all costs and damages associated with such overutilization, including but not limited to the cost incurred by Company to conduct such audit.

5. LICENSE TO COMPANY

• Limited Licensee Data License: Subject to the terms and conditions of this Agreement, the Licensee hereby grants Company a limited, worldwide, non-transferable, non-exclusive, non-sublicensable, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the Licensee Data solely in order to enable the Licensee to access the Products. Company shall have the right to aggregate and anonymize Licensee Data and to publish such aggregated and anonymized (non-personally identifiable) data. Company shall have no right to use personal Licensee Data for any other purpose or share personal Licensee Data with anyone other than the Licensee.

• Limited Trademark License; Marketing Materials: During the Term of the Agreement, Company may include Licensee in any of Company’s customer lists and testimonials, unless otherwise specified in the Ordering Document or other separate agreement, solely for the purpose of identifying Licensee as a customer of Company. Company’s use of Licensee’s Marks shall inure to the benefit of Licensee. Licensee and Company acknowledge that the provisions of this paragraph do not convey any right, title or ownership interest in Licensee’s Marks to Company.

6. PAYMENT AND TAXES

• Fees: In consideration for the license granted by Company, Licensee shall pay Company the fees in the amount set forth in the Order (the “Fees”) in accordance with the terms set forth therein and herein. The Fees are non-refundable except as expressly provided in this Agreement and early termination of this Agreement shall not entitle Licensee to any refund or reimbursement of any previously paid Fees. The Fees shall be paid in full, without any set-off or deduction. The Fees may be increased in any Renewal Term. The Fees shall be calculated on an annual basis and Company shall raise the invoice for the Fees once every year and accordingly, the Fees shall be payable in advance for every twelve (12) month period.

• Taxes: Licensee shall, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on Company’s net income. Licensee agrees to indemnify, defend, and hold Company, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Licensee’s failure to report or pay any such taxes, duties or assessments.

• Payment Terms: All undisputed amounts payable to Company under this Agreement will be due within thirty (30) days from receipt of an invoice. Overdue payments will be subject to interest at the rate of 1.5% per month, or the maximum allowable under applicable law, whichever is less. If Licensee considers an invoice incorrect, Licensee must contact Company in writing within fifteen (15) days of the date of invoice, failing which, the invoice shall be deemed accepted. No reimbursements shall be made for terminations mid-term for the remaining unused portion of the term except as expressly provided in this Agreement.

7. OWNERSHIP

• Licensee: As between Licensee and Company, the Licensee shall retain all right, title and interest in and to the Licensee Data, Licensee’s Marks and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Company any right of ownership or interest in the Licensee Data, Licensee’s Marks or the Intellectual Property rights therein.

• Company: As between Licensee and Company, Company shall retain all right, title and interest in and to the Products, any changes, corrections, bug fixes, enhancements, customizations, updates and other modifications thereto, and all content and Intellectual Property Rights therein, and as between the parties all such rights shall vest in and be assigned to Company including any modifications, derivations, enhancements, compilations or changes to or from any of the foregoing by or on behalf of Licensee in relation to Licensee’s access to the Products. Nothing in this Agreement will confer on Licensee any right of ownership or interest in the Products, or the Intellectual Property rights therein, and Licensee agrees, on behalf of itself and its Affiliates, that Licensee and its Affiliates will take no action inconsistent with Company’s Intellectual Property Rights.

• Usage Data: Notwithstanding anything the contrary herein, the Company shall own all of the Usage Data generated in connection with the use of the Products by the Licensee and its Authorized Users. The Company may use, reproduce, revise, format, transmit in written or electronic format, sell, license sub-license or otherwise use the Usage Data for any purpose whatsoever provided that the Licensee and/or its Authorized Users are in no way identified if the Usage Data is provided to third parties.

• Feedback: Licensee agrees that Company has the unrestricted right to use suggestions and feedback provided by Licensee regarding the Products and other products and Products of Company and its Affiliates, without notice to, payment to or consent from Licensee, and that such suggestions and feedback will be the property of Company, and not Licensee.

• Third party content: Certain third-party content and Intellectual Property Rights may be provided with the Products, and these may be subject to various other terms and conditions imposed by the licensors of the same. The terms of Licensee’s use of the same is subject to and governed by the respective third-party licenses. To the extent applicable to Licensee’s use of the same, Licensee agrees to comply with the terms and conditions contained in all such third-party licenses.

8. LIMITED PRODUCTS WARRANTY

• Scope of Limited Warranty: Company warrants to Licensee that during the Term, the Products will perform substantially in accordance with the terms of this Agreement. The foregoing warranty shall not apply to performance issues of the Products:

• • caused by factors outside of Company’s reasonable control;

• • that result from any improper actions or inactions of Licensee or any third parties; or

• • that result from Licensee’s data structure, operating environment or equipment.

• Remedy for breach of warranty: Licensee’s exclusive remedy for a breach of this Section 10.1 is that Company shall, at its option, use commercially reasonable efforts to correct the Products, or refund the unused portion of the Fees paid in advance by Licensee for the remaining period.
• Disclaimer of any other warranties: EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION 10 OR ELSEWHERE IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, OR ANY OTHER ACCOMPANYING MATERIAL OR DOCUMENTATION PROVIDED HEREUNDER. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. FURTHER, COMPANY MAKES NO WARRANTY REGARDING THE TRUTHFULNESS, COMPLETENESS, ACCURACY, RELIABILITY OR CORRECTNESS OF ANY INFORMATION THAT LICENSEE ACCESSES WHILE USING THE PRODUCTS.

9. TERM AND TERMINATION

• Term. Unless earlier terminated as provided in this Section 11, this Agreement will normally have an initial term of twelve months (the “Initial Term”), which shall commence as of the Start Date, and shall thereafter automatically renew at prices that may be mutually agreed, for additional periods of twelve months unless Licensee provides written notice of its intention not to renew to the Company at least thirty days prior to expiration of the current term (any such renewal term a “Renewal Term,” and together with the Initial Term, the “Term”).

• Termination. This Agreement may be terminated by either Party upon delivery of written notice of termination to the other Party, as follows:

• • if the other Party fails to perform or observe any material term or condition in this Agreement and fails to cure such breach within thirty days after receipt of written notice of such breach from the non-breaching Party; or

• • if the other Party: (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding shall not have been dismissed or stayed within sixty days after such filing.

• Consequences of Termination. Upon termination of this Agreement, each Party shall promptly return, or at the other Party’s request, destroy (and provide confirmation of such destruction signed by a legal officer), all Confidential Information of the other Party (including without limitation the Licensee Data). Sections 1, 4.7, 8.1, 9.2, 11.3, 12, 13 and 17 (as applicable) shall survive termination of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations of the Licensee which have accrued hereunder prior to termination or expiration, shall survive such termination. Further, upon expiration or termination of this Agreement for any reason: (i) any amounts owed to Company under this Agreement will be immediately due and payable; (ii) all licensed rights granted will immediately cease; and (iii) Licensee will promptly discontinue all access to the Products and return to Company any Company confidential information in Licensee’s possession or control.

10. LIMITATION ON DAMAGES

• EXCEPT FOR GROSS NEGLIGENCE, WILFUL MISCONDUCT, BREACH OF SECTION 12 AND INDEMNIFICATION FOR THIRD-PARTY DAMAGES ARISING UNDER SECTION 14 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE.

• EXCEPT FOR GROSS NEGLIGENCE AND WILFUL MISCONDUCT, THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR TO BE PAID TO COMPANY FOR PRODUCTS PROVIDED UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. LICENSEE ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. PRODUCTS OFFERED ON A FREE TRIAL BASIS

• If Licensee requests for access to the Products on a free trial basis, the provisions of this section will apply and prevail over any other conflicting terms of this Agreement. Licensee’s use of the Products on a free trial basis shall be limited to seven (7) days or such other further period as may be agreed by Company (“Free Trial Period”). During the Free Trial Period, Customer / Licensee shall access and use the Products solely for Licensee’s internal evaluation to decide whether to opt for a paid subscription to the Products, and Licensee shall not utilize the Products in any other fashion, or for any business production purposes or for the benefit of any of its clients or customers.

• Licensee acknowledges that during the Free Trial Period, the Products may contain errors, defects or other problems that could cause system or other failures, security breaches, interruptions and data loss, and that the Products may be of a limited functionality. Furthermore, Company may, however, suspend or terminate Licensee’s access to the Products during the Free Trial Period, for any reason at any time without notice.

• Licensee acknowledges and agrees that during the Free Trial Period, Company shall have no indemnification or other obligations towards Licensee, and that the Products are provided solely on an “as is” basis. To the extent permitted by law, Company makes no other warranties of any kind, express or implied, with respect to the Products during the Free Trial Period, and disclaims all other obligations and liabilities, or express and implied warranties, including quality, conformity to any representation or description, performance, merchantability, fitness for a particular purpose, non-infringement; or that the Products will be free from errors or defects, provided that Company does not waive any of its rights hereunder during the Free Trial Period, and provided further that all obligations of Licensee as set out herein shall be valid even during the Free Trial Period. Licensee assumes all risk of use of the Products during the Free Trial Period.

• Company has no obligation to retain any Licensee Data or other Licensee information submitted or collected through the Products when used during the Free Trial Period. Company may delete any Licensee Data and other Licensee information at its own discretion and without prior notice to Licensee.

• Upon the expiry of the Free Trial Period, Licensee shall immediately cease using the Products, save and except where Licensee has subscribed for a paid subscription access to the Products, provided that nothing herein shall obligate Company to execute a binding agreement with Licensee to enable Licensee’s access to the Products on a paid subscription basis, upon the expiry of the Free Trial Period.

12. PERSONAL INFORMATION, DATA PROTECTION AND SECURITY

• Personal Information. The Parties acknowledge that in performing their obligations hereunder, Company may obtain from Licensee or have access to, or otherwise store, process or transmit, certain personally identifiable information of Licensee’s Authorized Users. “Personally Identifiable Information” means an individual’s identity and includes such individual’s name or alias, residential or business address and email addresses.

• Limited Use. Company represents, warrants and covenants that at all times during the term of this Agreement, it will comply with its obligations under all applicable privacy, security and data protection laws, rules and regulations of any applicable jurisdiction, and all then-current industry standards, guidelines and practices with respect to privacy, security and data protection, including the collection, processing, storage, protection and disclosure, of Personally Identifiable Information.

• Security Measures. At all times it is in possession of Personally Identifiable Information, Company shall maintain a data security program, and will:

• • implement and maintain commercially reasonable security procedures and practices appropriate to the nature of the Personally Identifiable Information and take such other actions as are necessary to maintain conformance with industry standards of security; and

• • take reasonable measures to protect against any anticipated or actual threats or hazards to the security of the Personally Identifiable Information.
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In the event of a breach of Company security, Company shall promptly notify Licensee that a security breach has occurred.

• Requests for Personally Identifiable Information: If Company receives any legal request or process in any form seeking disclosure of or if Company should be advised by counsel of any obligation to disclose Personally Identifiable Information, it will provide Licensee with prompt prior notice of such request or advice so that Licensee may seek a protective order or pursue other appropriate remedies to protect the confidentiality of such Personally Identifiable Information. Company agrees to furnish only that portion of the information which is legally required to be furnished and, in consultation with Licensee, to use all reasonable efforts to assure that the Personally Identifiable Information is maintained in confidence by the party to whom it is furnished.

• Notification of Security Breach and Incident Response: Company shall:

• • promptly notify Licensee of any material unauthorized possession, security breach, use or knowledge, or attempted possession or use thereof (“Security Breach”), of the Personally Identifiable Information (or any system on which Personally Identifiable Information may be stored or maintained) by any person or entity which may become known to Company;

• • promptly furnish to Licensee full details of the unauthorized possession, use or knowledge, or attempted possession or use thereof, and use reasonable efforts to investigate any unauthorized possession, use or knowledge, or attempted possession or use thereof, of the applicable Personally Identifiable Information;

• • fully cooperate with Licensee in any litigation and investigation against third parties deemed necessary by such party to protect its proprietary rights; and

• • promptly take effective action to prevent a recurrence of any such unauthorized possession, use or knowledge of the Personally Identifiable Information.

13. MISCELLANEOUS

• Assignment. Neither Party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without the consent of the other Party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume all rights and obligations under this Agreement. Any permitted assignment of this Agreement shall be binding upon and enforceable by and against the Parties’ successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of this Agreement.

• Entire Agreement. This Agreement, any exhibits and amendments thereto, and any SOs constitute the entire agreement between the Parties and supersede all previous agreements, oral or written, with respect to the subject matter of this Agreement.

• Force Majeure. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (other than those limited to the affected Party) (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.

• Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Texas without giving effect to its conflicts of law rules. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of Texas. Any controversies, conflicts, disputes, or differences between the parties arising out of this Agreement shall be resolved by arbitration in Texas in accordance with the Judicial Arbitration and Mediation Products, Inc (JAMS), which is deemed to be incorporated by reference in this Section. The tribunal shall consist of one (1) arbitrator mutually appointed by the parties. The language of the arbitration shall be English.

• Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by email to the address provided herein, in person (including by overnight courier) or three days after being mailed by registered or certified mail (postage prepaid, return receipt requested), and on the date the notice is sent when sent by verified facsimile, in each case to the respective Parties at the address first set forth hereto. Either Party may change its contact information by providing the other Party with notice of the change in accordance with this section.

• Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

• Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.

• Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

• Headings and Construction. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement. Both Parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either Party as a result of its participation in such preparation. Each Party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.