Master Software as a Service Agreement

This Shiftup Master Software as a Service Agreement (this "Agreement") is incorporated by reference into, and forms an integral part of, each Order Form entered into by ShiftUp Inc., a Delaware corporation with offices at 3762 E. Zachary Dr, Phoenix, AZ 85050 ("Licensor"), and the entity identified as Subscriber on the applicable Order Form ("Subscriber"), with its principal place of business as specified therein. This Agreement is effective as of the effective date specified in the relevant Order Form. Licensor and Subscriber may be referred to individually as a "Party" and collectively as the "Parties."

BY EXECUTING, SUBMITTING, OR OTHERWISE ACCEPTING ANY ORDER FORM THAT REFERENCES THIS AGREEMENT, SUBSCRIBER AGREES TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY AMENDMENTS OR UPDATES IN EFFECT AS OF THE DATE OF SUCH EXECUTION OR ACCEPTANCE, AS PROVIDED BELOW.

Licensor reserves the right to amend or update this Agreement from time to time by posting the updated version at https://shiftupai.com/docs/msa or by providing notice to Subscriber. No such amendment or update will apply retroactively to any previously executed or accepted Order Form unless expressly agreed in writing by Subscriber. Execution, submission, or other acceptance of any subsequent Order Form by Subscriber after the effective date of any amendment or update will constitute Subscriber's acceptance of the then-current version of this Agreement as of the date of such Order Form.

In the event of any conflict or inconsistency between an Order Form and this Agreement, the terms of the Order Form will control solely with respect to the subject matter of that Order Form. No separate signature to this Agreement is required; Subscriber's execution, submission, or acceptance of an Order Form that references this Agreement constitutes Subscriber's acceptance of, and agreement to be bound by, this Agreement as of the effective date of such Order Form.

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

As used herein:

(a) "Account" shall mean each unique, specifically identified end-customer of Subscriber, pre-identified in the applicable Order Form, or subsequently approved and added in accordance with Section 3(f), to whom Subscriber markets, sells, or provides its products or services.

(b) "Authorized Users" shall mean Subscriber's employees and independent contractors working for Subscriber in the ordinary course of Subscriber's business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Service.

(c) "Display Devices" shall mean the display device of an Authorized User used to access, display, and use the Service.

(d) "Fees" shall mean the fees payable pursuant to Section 3. hereof and an applicable Order Form and/or Project Order.

(e) "Office" shall mean the address of Subscriber as set forth in the applicable Order Form.

(f) "Order Form" means a written or electronic document executed or otherwise accepted by the Parties, that references this Agreement and describes and/or identifies the Service, Service Start Date, Term, Fees, the number of Accounts, and any other terms and conditions applicable to Subscriber's access and use of the Service. Each executed or accepted Order Form is hereby incorporated into this Agreement by reference.

(g) "Service" shall mean Licensor's proprietary software-as-a-service solution, including its Artificial Intelligence and sales methodology application, deployed as a Salesforce-native application accessible through the Salesforce AppExchange, and providing AI-powered analytics, account intelligence, territory insights, guided selling workflows, next-best-action recommendations, pipeline discovery, and forecasting functionality within Salesforce, together with any related web, email, and database integrations, other designated websites or IP addresses identified on an Order Form, and associated documentation made available to Subscriber in written form or online, as subscribed to by Subscriber under this Agreement.

(h) "Service Start Date" shall mean the date identified on an applicable Order Form.

(i) "Service Data" means any data or information that is generated by, derived from, or results from Subscriber's or its Authorized Users' access to or use of the Service, including but not limited to aggregated, anonymized, or statistical data regarding the operation, performance, or use of the Service, provided that Service Data does not identify Subscriber, its Authorized Users, any Account, or any individual person.

(j) "Subscriber Data" means any electronic data, information, or material (including personal data, customer data, or other content) that Subscriber or its Authorized Users provides, uploads, or submits to the Service, or otherwise transmits to Licensor in connection with this Agreement, but excludes Service Data (as defined above).

(k) "Subscriber Marks" shall mean the trademarks, service marks, copyrights, intellectual property, symbols, logos, emblems, decals, designs, colors, likenesses, or other visual representations of Subscriber, as such trademarks and other marks may be modified by Subscriber from time to time.

(l) "Term" means the period commencing on the Effective Date specified in the applicable Order Form and continuing until the expiration or earlier termination of all Order Forms and Project Orders executed pursuant to this Agreement. "Initial Term" means, with respect to any Order Form, the initial period specified in such Order Form, commencing as of the Service Start Date, during which the Services will be provided. If no period is specified in the Order Form, the Initial Term will be one (1) year from the Service Start Date. "Renewal Term" means, with respect to any Order Form, each successive renewal period for the Services as specified in such Order Form, or if not specified, each additional one (1) year period following the Initial Term, unless either Party provides written notice of non-renewal at least forty-five (45) days before the expiration of the then-current term. "Order Term" means, with respect to any Order Form, the Initial Term together with any Renewal Terms, and as may be reset or replaced pursuant to Section 3(f) upon the addition of new Accounts. If Subscriber adds additional Accounts during an existing Order Term, then, as of the effective date such Accounts are activated, the then-current Order Term will be replaced and superseded by a new Order Term applicable to all existing and new Accounts, commencing as of such effective date and continuing for one (1) year (or such other period as specified in the updated Order Form).

(m) "Third-Party Platform" means any third-party platform, service, infrastructure, software, application, or environment, including, without limitation, Salesforce and its AppExchange environment, third-party artificial intelligence or large language model (LLM) providers, hosting services, integration platforms, and any other technology, system, or provider, on or in conjunction with which the Service is designed to operate, or with which Subscriber must interact or maintain compliance in order to access or use the Service, as may be specified in this Agreement, any Order Form, or as otherwise notified by Licensor from time to time.

2. License to Receive the Service

(a) Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants the Subscriber a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, display, and use the Service on Subscriber's Display Devices, and to permit Authorized Users to access and use the Service, solely for Subscriber's internal business purposes, including providing services to the designated Accounts identified in the applicable Order Form. All rights in the Service not expressly granted hereunder are reserved to Licensor.

(b) Scope

The license granted to Subscriber hereunder is solely for Subscriber's internal business purposes and is limited to the access, display, and use of the Service by Authorized Users, solely in connection with managing, servicing, or supporting Subscriber's Accounts. Subscriber is entitled to access and use the Service solely with respect to the specific Accounts identified by name or unique identifier in the applicable Subscriber Accounts Addendum ("Addendum") to the relevant Order Form. The number of named Accounts listed in the Addendum may not exceed the total number of Accounts specified in the corresponding Order Form. The identity of each Account is fixed and non-transferable for the duration of the applicable Order Term. Subscriber shall not, without the prior written consent of Licensor, execution of a new Order Form (and updated Addendum), and payment of all applicable additional Fees, substitute, swap, rotate, share, or replace any Account listed on the Addendum with any other account or entity, or permit any Authorized User to use the Service for any entity not expressly identified as an Account in the Addendum.

Each Authorized User may access, display, and use the Service exclusively for the benefit of Subscriber and its Accounts, and not for the benefit of any third party or for any purpose not expressly authorized herein. Subscriber shall have no right pursuant to this Agreement to access, use, display, or distribute the Service, in whole or in part, as a standalone product, as part of a managed services offering, or for use by or on behalf of any third party other than for its Accounts. Subscriber may not sublicense, resell, rent, lease, lend, assign, or otherwise permit any third party (other than its Authorized Users, acting solely on Subscriber's behalf) to access or use the Service. Subscriber is responsible for all activities that occur under Subscriber's and any Authorized User's accounts. Subscriber will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Service by Subscriber and any Authorized User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Licensor promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service. Nothing in this Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.

(c) Restrictions on Use

Subscriber shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to (including any Authorized User):

1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
2. Modify, translate, adapt, alter, or create derivative works from the Service;
3. Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service;
4. Distribute, sublicense, rent, lease, loan [or grant any third-party access to or use of] the Service to any third party;
5. Harvest, collect, gather, or assemble information or data regarding other subscribers;
6. Transmit through or post on the Service unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;
7. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
8. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
9. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service;
10. Harass or interfere with another subscriber or end-user's use and enjoyment of the Service;
11. Remove, alter, or obscure any proprietary notice that appears on the Service or related software, including on any copies made in accordance with this Agreement;
12. Use the Service or related software for any purpose other than as specified in this Agreement or any Exhibits thereto;
13. Publish or disclose the results of any benchmarking of the Service, or use such results for any other software development activities; or
14. Use the Service or related software in a manner that violates any applicable local, state, national, or governmental regulation, policy procedure, or ordinance, or any rights of a third party.

(d) Notify Others

Subscriber agrees to notify its employees and agents, including all Authorized Users, who have access to the Service of the limitations and obligations set forth in this Agreement.

3. Fees and Payment

(a) Service Fees and Other Fees

In exchange for the Services to be provided and the license granted under this Agreement, commencing on the Service Start Date, Subscriber shall pay Licensor the Fees identified in the applicable Order Form, plus any other applicable fees, costs, and expenses contained in the Order Form and this Agreement. If there is any discrepancy between the total number of Accounts specified in the Order Form and the number of Accounts listed by name or identifier in the Addendum, Subscriber shall be entitled to access and use the Service only with respect to the named Accounts set forth in the Addendum; provided, however, that Subscriber shall remain obligated to pay all Fees based on the total number of Accounts specified in this Order Form, regardless of whether an equivalent number of named Accounts is identified in the Addendum, and no refund, reduction, or credit shall be due to Subscriber as a result of any such discrepancy.

If Licensor discovers that Subscriber or any Authorized User has accessed or used the Service in connection with any account or entity not expressly identified as an Account in the Addendum, such conduct will constitute a material breach of the ShiftUp Master Software as a Service Agreement. Upon such discovery, Licensor will have the right, at its sole election and without prejudice to any other remedies under the ShiftUp Master Software as a Service Agreement (including, without limitation, all rights and remedies available at law or in equity), to (a) immediately terminate the Agreement and all related Order Forms for cause, or (b) require Subscriber to pay all applicable Fees for each unauthorized account for the entire applicable Term, in which case the Parties shall promptly execute a new Order Form specifically identifying the actual number and names of all Accounts for which the Service has been accessed or used. Any resulting invoice will reflect all unpaid Fees attributable to the unauthorized accounts, and all such unpaid amounts will bear interest at the highest rate permitted by law, accruing and amortized on a daily basis from the date access to the Service for such unauthorized account(s) first occurred until paid in full.

All Fees are calculated based on the number of Accounts identified in the Order Form, and are payable in advance on an annual basis unless otherwise set forth in the applicable Order Form. Fees are not dependent on the number of Authorized Users; Subscriber may designate any number of Authorized Users to service its Accounts, provided that Fees are paid for each Account for which the Services are used. The number of Accounts may not be decreased during the Order Term, and all fees for such Accounts are non-refundable and due in full for the entire Term, regardless of Subscriber's ongoing relationship with any Account.

(b) Late Payments

If Subscriber fails to pay the Fees by the due date specified on the invoice, Licensor shall be entitled to interest from the day on which the Fees became due. Both parties agree that the rate of interest on overdue invoices shall be 1.5% per month, or the maximum amount allowable by applicable law, whichever is greater. If the Fees are not timely paid, then Licensor may, without exercising its right to terminate this Agreement, temporarily revoke Subscriber's and/or any Authorized User's access to the Service until all such Fees and accrued interest are paid in full.

(c) Taxes

Subscriber will be responsible for, and will promptly pay or reimburse Licensor for, the payment of all sales, use, excise, value-added, or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Licensor that is in accordance with the direction or request of Subscriber) that are based on or with respect to any Services or goods provided by Licensor to Subscriber, or the amounts payable to Licensor therefore.

(d) Expenses

For any onsite services requested by Subscriber, Subscriber shall reimburse Licensor for actual, reasonable travel and out-of-pocket expenses incurred.

(e) Invoicing and Payment

Charges due will be payable upon receipt of the invoice. All payments made under this Agreement will be in United States Dollars.

(f) Additional Accounts

Subscriber may add additional Accounts at any time during the then-current Order Term by providing written notice to Licensor. Upon Licensor's receipt and acceptance of such notice, all existing and new Accounts will be subject to a new Order Term (and updated Addendum) for the Service, commencing as of the effective date on which the additional Accounts are activated, and continuing for one (1) year (or such other period as specified in the updated Order Form). Fees for the new Order Term will be calculated based on the total number of Accounts as of such effective date, at Licensor's then-current rates or as otherwise set forth in the updated Order Form. Any prepaid amounts allocable to the unused portion of the prior Order Term for existing Accounts will be credited toward the Fees due for the new Order Term. Licensor will issue an updated Order Form or invoice reflecting the new Order Term, the number of Accounts, the applicable Fees (net of credits), and the effective date. All Fees for the new Order Term will be payable in accordance with the terms of this Agreement and the updated Order Form. For clarity, once the new Order Term commences, any prior Order Term shall be deemed replaced and of no further effect with respect to the Service and the affected Accounts.

4. Professional Services

During the Term, Subscriber may request Licensor to perform professional services in the nature of software development, customization add-in, documentation, training, testing, integration services, and any other similar services that Licensor may offer (hereinafter, "Professional Services"). Upon receipt of a request, Licensor may provide Subscriber with a written proposal, and when the Parties agree to all requirements and specifications of the proposed Professional Services, a Project Order for the Professional Services, shall be executed by the Parties (each a "Project Order"). All Project Orders shall be subject to the terms and conditions of this Agreement, unless otherwise set forth in the Project Order. Services performed by Licensor are not exclusive to Subscriber, and Licensor may perform services of any type or nature for any other person or entity at any time.

5. Access and Availability

(a) Service Access

Subscriber shall acquire, install, operate, and maintain at Subscriber's expense all communications lines, equipment, software, services, and related technology necessary to receive, access, and use the Service. Except as expressly stated herein or on an applicable Order Form, Subscriber is prohibited from and will have no right to allow any third party (which may include agents, contractors, affiliates, or other third-party representatives acting on behalf of Subscriber) to access and/or use the Service.

(b) Delivery and Acceptance

Licensor will make the Service available to Subscriber as indicated on the Order Form. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades ("Corrections") to the Service will be deemed accepted by Subscriber on the day such Corrections are first made available to Subscriber or accessed by Subscriber, whichever is earlier.

(c) Cloud-Native Platform Dependencies; Maintenance; No Uptime Guarantee

Subscriber acknowledges and agrees that the Service is a cloud-based application and that its availability and performance are inherently dependent on the operational status and technical requirements of applicable Third-Party Platforms. Licensor will use commercially reasonable efforts to schedule all routine maintenance (including updates, upgrades, and infrastructure enhancements) during off-peak hours, typically between 12:00 a.m. and 5:00 a.m. Eastern Time, to minimize disruption to Subscriber. Notwithstanding the foregoing, Subscriber acknowledges and agrees that: (i) the Service may become temporarily unavailable due to scheduled or unscheduled maintenance, outages or failures of any Third-Party Platform, internet connectivity issues, emergency repairs, force majeure events, or other circumstances beyond Licensor's reasonable control; (ii) Licensor makes no representation, warranty, or guarantee regarding Service uptime, continuous availability, or freedom from interruption; (iii) Subscriber is not entitled to any credits, offsets, refunds, or other remedies in connection with Service downtime or interruptions; and (iv) Subscriber will not disclose the results of any benchmarking or performance testing regarding the Service or use such results for any purpose other than internal evaluation. For the avoidance of doubt, any interruptions or performance degradation resulting from failures or downtime of a Third-Party Platform, or force majeure events, are not grounds for credits, refunds, offsets, or termination except as expressly set forth herein.

(d) Third-Party Platforms; Subscriber Compliance

Subscriber acknowledges and agrees that the Service is designed to operate on or in conjunction with certain Third-Party Platforms, as defined in Section 1. To the extent Subscriber is required to register for, access, or use any Third-Party Platform in connection with the Service, Subscriber's access to and use of the Service is expressly conditioned upon Subscriber's compliance at all times with all applicable terms, policies, and technical requirements of each relevant Third-Party Platform, as may be amended from time to time. Licensor shall have no liability for any limitation, suspension, termination, or disruption of the Service arising from (a) Subscriber's failure to comply with any Third-Party Platform requirements, or (b) any acts or omissions of a Third-Party Platform provider, including, without limitation, changes to its terms, policies, or technical functionality. Subscriber shall not use the Service in any manner that would cause Licensor to be in breach of any agreement with any Third-Party Platform provider. Upon Licensor's reasonable request, Subscriber shall promptly certify compliance with all applicable Third-Party Platform terms and address any non-compliance. Subscriber's obligations to indemnify Licensor for any losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to Subscriber's breach of any Third-Party Platform terms, or any claim by a Third-Party Platform provider resulting from Subscriber's use of the Service, are set forth in Section 13.

(e) Adjustment for Changes in Third-Party Platform Terms or Pricing

Licensor reserves the right to modify, suspend, or discontinue any feature, functionality, or component of the Service, or to modify Service pricing, in response to changes in the terms, technical requirements, availability, or pricing of any Third-Party Platform (including Salesforce), upon reasonable notice to Subscriber. For clarity, if any change in Third-Party Platform pricing or technical requirements directly increases Licensor's costs in providing the Service to Subscriber, Licensor may adjust the Fees accordingly, effective as of the commencement of the next Renewal Term. Notwithstanding the foregoing, if the Service requires the direct purchase or subscription of a Third-Party Platform by Subscriber (for example, a Salesforce license), any changes to such Third-Party Platform's fees, terms, or technical requirements shall be Subscriber's sole responsibility and shall not impact Fees payable to Licensor under this Agreement during the then-current Order Term. If Licensor, in its sole discretion, determines that changes to any Third-Party Platform materially and adversely affect Licensor's ability to provide the Service, Licensor may terminate this Agreement or the affected Order Form(s) upon thirty (30) days' written notice, without further liability except for a pro rata refund of any prepaid Fees allocable to the terminated portion of the applicable Term.

6. Reports and Records

Subscriber shall maintain accurate records containing the following information, copies of which Licensor shall be entitled to receive upon fourteen (14) days prior written notice to Subscriber: (i) the total number of Authorized Users; (ii) the name of each Authorized User; (iii) the total number of Accounts; and the (iv) name and primary contact information for each Account. Licensor may, upon prior written notice to Subscriber, reasonably request Subscriber to maintain records containing additional information related to the Service and Subscriber's use thereof. In addition, Licensor may implement and use, but is not required to, various software and tools to monitor the Service, as Licensor deems reasonably necessary, in order to determine Subscriber's compliance with the terms of this Agreement.

7. Audits and Inspections

For the purpose of verifying compliance with this Agreement, Licensor (and Licensor's authorized representatives) shall have the right, during normal business hours upon reasonable advance notice and without material disruption to Subscriber's business, to audit and inspect from time to time Subscriber's offices, books, and records relevant to the Service and to observe the use made of the Service and the manner in which each Display Device and Authorized User accesses the Service. If such audit or inspection pursuant to this Section indicate that Subscriber is not in compliance with this Agreement (including any Order Form), Subscriber shall pay Licensor the shortfall in Fees, retrospectively to the date the noncompliance first occurred. If such underpayment exceeds three percent (3%) of the Fees due during the relevant period, Subscriber shall reimburse Licensor for Licensor's reasonable costs associated with such audit or inspection.

8. Security

(a) Licensor Security Obligations

Licensor will implement commercially reasonable security measures (including, but not limited to, password protection and encryption) that are intended to prevent access to the Service and Licensor's network by unauthorized persons and shall comply with applicable laws and regulations concerning the safeguarding of Subscriber Data that is stored or accessed by the Service. Licensor will establish and maintain such other commercially reasonable safeguards (including, but not limited to, virus protection safeguards) against the destruction, loss, or alteration of the Service and/or data that is stored or accessed by the Service. Upon Licensor's (or its agent's) discovery of any security breach, intrusion, or other event giving rise to the actual unauthorized access, destruction, loss, or alteration of Subscriber Data, Licensor shall promptly notify Subscriber thereof and shall take such commercially reasonable action as may be appropriate to mitigate and prevent such unauthorized access, destruction, loss, or alteration.

(b) Subscriber Security Obligations

Subscriber will implement and maintain commercially reasonable security measures, including, but not limited to, password protection, access controls, and industry-standard safeguards, designed to prevent unauthorized access to the Service, to Subscriber Data, and to Subscriber's systems that interface with the Service. Subscriber will restrict access to the Service and Subscriber Data to Authorized Users and will use reasonable efforts to protect the integrity and confidentiality of all credentials and data related to the Service. Subscriber will promptly notify Licensor of any actual or suspected unauthorized access, security breach, or incident involving Subscriber's systems that could affect the Service, Subscriber Data, or Service Data. Subscriber will not knowingly engage in activities or introduce code, software, or processes that would compromise or interfere with the integrity or security of Service Data or the Service. Subscriber will take all commercially reasonable actions to mitigate, remedy, and prevent further unauthorized access or disclosure and, upon request, will reasonably cooperate with Licensor in investigating and resolving any such incident.

9. Mergers and Acquisitions

For the purpose of calculating the Fees, it is not the Parties' intention that the Fees charged under this Agreement will include Services added through a merger or acquisition. Accordingly, in the event of any merger or acquisition that would result in Subscriber's ownership or control of Accounts formerly owned or controlled by another entity, such additional Accounts, will not be covered by the Fees charged under this Agreement. Subscriber agrees that such Accounts shall be subject to additional fees, based upon the then-current listed price charged per Account resulting from the acquisition or merger. For the avoidance of doubt a merger and/or acquisition shall not entitle Subscriber to terminate this Agreement other than in accordance with the terms herein.

10. Copyright Protection; Use Restrictions; Subscriber License Grant

(a) Subscriber agrees that the Service and all parts thereof, and its specifications, including without limitation the editorial coding and metadata contained therein, are the property of Licensor or Licensor's licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Other than as expressly set forth in this Agreement, no license or other rights in the pre-existing intellectual property rights to the Service are granted to Subscriber, and all such rights are hereby expressly reserved.

(b) Subscriber agrees that only Authorized Users shall be permitted access to the Service for only the specific Accounts as set forth in an Order Form executed by the Parties. Except as set forth herein or in an Order Form, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber's business may be Authorized Users.

(c) Subscriber hereby grants to Licensor a non-exclusive, royalty-free, non-transferable (except in connection with a merger, acquisition, or sale of all or substantially all of Licensor's assets or business) license to use, copy, store, process, and display Subscriber Data solely as necessary to provide the Service and perform Licensor's obligations under this Agreement. Subscriber Data submitted by Subscriber or its Authorized Users to the Service remains the sole property of Subscriber, and Subscriber reserves all right, title, and interest in the Subscriber Data. Notwithstanding the foregoing, Licensor may access Subscriber and Authorized User accounts, including Subscriber Data, as reasonably necessary to respond to service or technical issues. Licensor will not use Subscriber Data for any purpose other than as expressly permitted by this Agreement or as required to comply with applicable law. Upon written request by Subscriber made within thirty (30) days after the effective date of termination or expiration of this Agreement, Licensor will make available to Subscriber a copy of Subscriber Data in Licensor's possession in a commonly used electronic format. After such thirty (30) day period, Licensor will have no obligation to maintain or provide any Subscriber Data and will, unless legally prohibited, delete all Subscriber Data in its systems or otherwise in its possession or control, in accordance with Licensor's data retention and deletion policies and applicable law.

(d) Licensor shall exclusively own and retain all right, title, and interest in and to Service Data, including all intellectual property rights therein. Licensor may collect, use, reproduce, aggregate, analyze, modify, commercialize, disclose, and otherwise exploit Service Data for any lawful business purpose, including, without limitation, for the development, improvement, enhancement, support, or marketing of the Service and related products or services, and for generating insights, analytics, or benchmarks. Service Data shall not be deemed Subscriber's Confidential Information and Licensor shall have no obligation to restrict its use or disclosure, provided that such Service Data does not identify Subscriber, any Account, any Authorized User, or any individual, and does not contain personally identifiable information. The rights and obligations of Licensor under this Section shall survive any expiration or termination of this Agreement. For purposes of clarity, nothing in this Agreement shall restrict or limit Licensor's rights in Service Data, provided that Licensor's use and disclosure of Service Data is consistent with this Section and all applicable laws.

(e) Subscriber hereby grants Licensor a non-exclusive, non-transferable, and royalty-free license to use Subscriber Marks for the limited purposes set forth in this Agreement, including as necessary for Licensor's performance under this Agreement, to deliver the Service in accordance with this Agreement, and in marketing materials related to the Service.

(f) Licensor will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Subscriber, an Authorized User, or any other third party acting on Subscriber's behalf, without any remuneration, fee, royalty, or expense of any kind, and Licensor will hereby own all rights, title, and interest in any such suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Subscriber, an Authorized User, or any other third party acting on Subscriber's behalf.

11. Reservation of Rights

Subscriber acknowledges that in providing the Service, Licensor utilizes: (a) the name, logo, and domain name of the product names associated with the Service and other trademarks; (b) certain audio and visual information, documents, software, and other works of authorship; and (c) other technology, hardware, products, processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively "Licensor Technology") and that the Licensor Technology is covered by intellectual property rights owned or licensed by Licensor ("Licensor IP Rights"). For the avoidance of doubt, Licensor retains all right, title, and interest in and to Service Data. Other than as expressly set forth in this Agreement, no license or other rights in the Licensor IP Rights are granted to Subscriber, and all such rights are hereby expressly reserved.

12. Warranties; Disclaimer

Each Party warrants and represents that it has the authority to execute, deliver, and perform its obligations under this Agreement, having obtained all required corporate consents, and is duly organized or formed, and validly existing and in good standing under the laws of the state of its incorporation or formation.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, AND LICENSOR DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS TO THE FULLEST EXTENT AUTHORIZED BY LAW ANY AND ALL OTHER REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, TITLE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE WITH RESPECT TO THE SERVICE, ITS CONTENT, ANY INFORMATION STORED THEREIN OR OBTAINED THEREBY. IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY POSSIBLE LOSS, COST OR DAMAGE INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, WHICH MIGHT OCCUR AS A RESULT OF OR ARISING OUT OF USING, ACCESSING, INSTALLING, MAINTAINING, MODIFYING, DEACTIVATING, OR ATTEMPTING TO ACCESS THE SERVICE OR OTHERWISE.

13. Indemnification

(a) Subscriber Indemnity

Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party: (i) alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Licensor Claim") by way of Licensor's use of any Subscriber Data, Subscriber Marks, or other information or materials provided by Subscriber in connection with this Agreement; or (ii) arising from Subscriber's breach of any applicable terms, policies, or requirements of any Third-Party Platform used in connection with the Service, or any claim by a Third-Party Platform provider resulting from Subscriber's use of the Service.

(b) Licensor Indemnity

Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third-party claims for damages, judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Subscriber Claim") by way of Subscriber's use of the Service that Licensor provides to Subscriber under this Agreement.

(c) Indemnification Procedures

For purposes herein, each Party, when providing indemnification, will be termed an "Indemnifying Party" and each Party, when receiving the benefits of indemnification, shall be termed an "Indemnified Party." The term "Indemnified Party" will include the other Party's respective shareholders, officers, directors, administrators, managers, employees, servants and agents, and successors and assigns. The Indemnifying Party's obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party's sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. The Indemnifying Party will have the right to consent to any settlement or judgment that is binding upon the Indemnifying Party.

(d) IP Infringement Remedies

In the event a court of competent jurisdiction makes a determination that the Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if Licensor determines that the Service likely infringes or otherwise violates such third party's foregoing intellectual property rights, Licensor, at its sole option and expense, will: (a) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (b) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (c) obtain the right for Subscriber to continue using the allegedly infringing or violating portion of the Service; or (d) revoke the license to the allegedly infringing or violating Service and provide a prorata refund to Subscriber for all fees prepaid for the Service and not yet earned by Licensor.

(e) Exceptions to Indemnification

Licensor will have no obligation under this Agreement relating to any indemnification if a Subscriber Claim results from any of the following: (i) Subscriber's continued use of the infringing or violating Service after Licensor first makes an applicable Correction available to Subscriber; (ii) Subscriber's modification of the Service (including a third party acting on its behalf); or (iii) Subscriber's use of the Service in any manner other than as permitted under this Agreement.

14. Limitation of Liability

LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS ("LICENSOR PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF LICENSOR PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT, EXCEPT FOR LICENSOR'S INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 13., EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. FOR ANY LICENSOR INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 13., IN NO EVENT WILL THE LIABILITY OF LICENSOR PARTIES ARISING OUT OF ANY SUCH CLAIM EXCEED THREE TIMES THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN LICENSOR PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

15. Term; Termination

(a) Term

This Agreement shall become effective as of the Effective Date specified in the Applicable Order Form and shall remain in effect for the Term, unless earlier terminated in accordance with this Section 15. The Term of this Agreement shall continue until the expiration or termination of all Order Forms and Project Orders executed pursuant hereto. Each Order Form shall specify the duration of the Initial Term applicable to the Services provided thereunder and any Renewal Terms. In the event an Order Form does not expressly specify the Initial Term or Renewal Term, such Order Form shall be deemed to have an Initial Term of one (1) year commencing on the applicable Service Start Date and shall thereafter automatically renew for successive one (1) year Renewal Terms unless either Party provides the other Party with written notice of its intent not to renew at least forty-five (90) days prior to the expiration of the then-current term. Any modifications to Fees payable for the Services under any Order Form (including any increase in Fees for a Renewal Term) shall be communicated to Subscriber in writing no less than thirty (30) days prior to the effective date of such modification, and such modified Fees shall supersede those previously stated in the applicable Order Form as of the commencement of the next Renewal Term. Failure by Subscriber to provide timely written notice of non-renewal in accordance with this Section shall be deemed Subscriber's acceptance of the modified Fees for the Renewal Term. For purposes of this Agreement, "Order Term" means the Initial Term together with any Renewal Terms, and as may be reset or replaced pursuant to Section 3(f) in connection with the addition of new Accounts.

(b) Termination for Cause

Either party may terminate this Agreement, including all Order Forms and Project Orders, as follows:

(i) Material Breach. If the other Party materially breaches this Agreement or any Order Form or Project Order, and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, the non-breaching Party may terminate this Agreement, the applicable Order Form, or Project Order by providing a second written notice of termination, which shall specify the effective date of termination. Notwithstanding the foregoing, any failure by Subscriber to pay Fees or other amounts due under this Agreement, which is not cured within ten (10) days after Licensor provides written notice of such non-payment, will constitute an immediate material breach and entitle Licensor to terminate this Agreement, any applicable Order Form, or Project Order upon written notice. Notwithstanding anything to the contrary contained in this Agreement, if Subscriber receives any notice of late payment under this Agreement in any form, written or electronic, from Licensor, including any business division (e.g., Licensor's Credit Department), such notice will be deemed to be a Notice of Breach.

(ii) Insolvency or Bankruptcy. Either Party may terminate this Agreement, any Order Form, or Project Order immediately upon written notice if: (A) a receiver, trustee, or similar officer is appointed for the other Party or any of its material assets; (B) the other Party makes a general assignment for the benefit of creditors; (C) the other Party becomes subject to any voluntary or involuntary proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar law of any jurisdiction; or (D) the other Party ceases to carry on business in the ordinary course.

(iii) Remedies upon Termination for Cause. Upon termination under this Section 15(b), the remedies described in Section 15(e) shall apply.

(c) Termination for Convenience

(i) By Subscriber. Subscriber may terminate this Agreement, any Order Form, or any Project Order for convenience at any time by providing Licensor at least thirty (30) days' prior written notice, specifying the effective date of termination. Upon such termination, all Fees and other amounts due for the full remaining Term of the applicable Order Form or Project Order shall accelerate and become immediately due and payable as liquidated damages, and not as a penalty.

(ii) By Licensor. Licensor may terminate this Agreement, any Order Form, or any Project Order for convenience at any time by providing Subscriber at least thirty (30) days' prior written notice, specifying the effective date of termination. Upon such termination, Licensor shall refund to Subscriber any prepaid Fees allocable to the unexpired portion of the applicable Term, determined as set forth in Section 15(e).

(d) Effect of Termination

(i) Upon the effective date of any termination of this Agreement, all rights and licenses granted to Subscriber under this Agreement shall immediately terminate, and Subscriber shall cease all use of the Service, except as otherwise expressly provided herein.

(ii) Termination of this Agreement shall not relieve either Party of its obligation to pay all Fees and other amounts accrued or otherwise owed under this Agreement as of the effective date of termination.

(iii) Upon request, each Party shall return or permanently delete (at the other Party's direction) all Confidential Information of the other Party in its possession, subject to each Party's legal and regulatory retention requirements and except for Service Data, which shall be retained by Licensor in accordance with this Agreement.

(e) Remedies Upon Termination

(i) Refunds to Subscriber. If this Agreement, any Order Form, or any Project Order is terminated by Subscriber for cause pursuant to Section 15(b), or by Licensor for convenience pursuant to Section 15(c)(ii), Licensor shall refund to Subscriber any prepaid Fees allocable to the unused portion of the applicable Term for the terminated Service(s), determined as follows. Order Form: The refundable amount shall be calculated by multiplying (A) the total Fees prepaid under the applicable Order Form, by (B) a fraction, the numerator of which is the number of full, unused months remaining in the Term as of the effective date of termination, and the denominator of which is the total number of months in the Term. For purposes of this Section, a month shall be considered "used" if any Services were provided during that month. Project Order: The refundable amount shall be calculated as the total Fees prepaid under the applicable Project Order, less the Fees allocable to work performed or deliverables completed and accepted by Subscriber as of the effective date of termination, as reasonably determined by Licensor in good faith and based on objective evidence of completion.

(ii) Liquidated Damages. If this Agreement, any Order Form, or any Project Order is terminated by Licensor for cause pursuant to Section 15(b), or by Subscriber for convenience pursuant to Section 15(c)(i), all Fees and other amounts due for the full remaining Term of the applicable Order Form or Project Order shall accelerate and become immediately due and payable as liquidated damages. To the extent that Subscriber has already prepaid any Fees for the remaining Term, such prepaid amounts will be credited against the liquidated damages. In no event shall Subscriber be required to pay more than the aggregate Fees for the full Term of the applicable Order Form or Project Order. The Parties acknowledge and agree that: (A) the Services provided under this Agreement require advance allocation of Licensor's technology resources, support infrastructure, and personnel, and the Fee structure was negotiated and agreed with reference to the specified Term, number of Accounts, and payment schedule; (B) Licensor does not offer month-to-month, per-use, or other short-term pricing models, and Subscriber knowingly agreed to Term-based prepayment model as reflected in each applicable Order Form or Project Order for the commercial and operational certainty it provides and to obtain more favorable pricing than would otherwise be available under shorter-term or more flexible arrangements; (C) in the event of early termination, actual damages to Licensor, including, without limitation, lost revenues, support, infrastructure investment, opportunity cost, and administrative expenses, would be difficult or impossible to quantify with precision at the time of contracting, and the Parties acknowledge that such damages are uncertain and impracticable to calculate; and (D) the liquidated damages provided herein represent a reasonable and good faith pre-estimate of the anticipated harm to Licensor and do not constitute a penalty. The Parties further acknowledge that: (E) the agreed liquidated damages are fair and proportionate given the nature and duration of the Services; (F) Subscriber had the opportunity to review and negotiate this provision with the assistance of counsel; and (G) the liquidated damages in this Section do not preclude Licensor from seeking additional remedies in the event of a breach unrelated to early termination, including, without limitation, injunctive relief for intellectual property infringement or misuse of Confidential Information. For the avoidance of doubt, the payment of liquidated damages under this Section constitutes Licensor's sole and exclusive monetary remedy for early termination, except with respect to unpaid Fees accrued through the date of termination and breaches outside the scope of early termination as set forth above.

16. Confidentiality

Subscriber and Licensor understand and agree that in the performance of this Agreement each Party may have access to private or confidential information of the other Party which either is marked as "confidential" or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each Party shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this Agreement or as is specifically authorized in this Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either Party elects to file this Agreement with the U. S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing Party will provide the non-filing Party, no less than five (5) business days before the expected date of filing (the "Filing Date"), a copy of the Agreement marked to show the sections for which the filing Party plans to seek confidential treatment. The filing Party agrees to expand its confidential treatment request to include those provisions of this Agreement reasonably indicated by the non-filing Party before the Filing Date as provisions for which the non-filing Party requests confidential treatment. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this Agreement shall be made without the prior consent of the other Party.

17. Miscellaneous

(a) Notice

All notices required or permitted under this Agreement shall be in writing. Any notice or other communication to the Subscriber from the Licensor may be delivered either (i) by email with read receipt requested, provided that such email is sent to the designated notice email address for the Subscriber as set forth on the applicable Order Form (or as updated by written notice in accordance with this Section), or (ii) by certified mail or reputable overnight courier service to the Subscriber's address as set forth in on the applicable Order Form. Notice by email shall be deemed delivered upon the Licensor's receipt of electronic confirmation that the email was opened or otherwise read by the Subscriber. Notice by mail or courier shall be deemed delivered upon actual receipt or as evidenced by written confirmation of delivery by the applicable carrier. All notices from Subscriber to Licensor shall be delivered by certified mail (return receipt requested) or reputable overnight courier service to the Licensor's address as set forth in this Agreement (or as updated by written notice in accordance with this Section). Notice by mail or courier shall be deemed delivered upon actual receipt or as evidenced by written confirmation of delivery by the applicable carrier.

(b) Amendment

This Agreement may not be amended except in a writing executed by authorized representatives of Subscriber and Licensor.

(c) Assignment

This Agreement is not transferable, assignable, delegable, or sublicenseable by Subscriber in whole or in part, without the prior written permission of Licensor. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors, trustees, administrators, and assigns.

(d) Survival

Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the Parties hereto.

(e) Independent Contractor

Licensor is acting in performance of this Agreement as an independent contractor.

(f) Binding Effect and Third-Party Beneficiary

Except if specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement.

(g) Waiver of Rights

Except where specifically stated to the contrary, all remedies available to either Party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and non-exclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.

(h) Injunctive Relief

If Subscriber breaches Section 2. of this Agreement, Licensor will be entitled, in addition to any other rights available under this Agreement, or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and Subscriber acknowledges and agrees to not contest such application.

(i) Severability

If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.

(j) Choice of Law and Venue

This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications, or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, applicable to contracts made entirely within Delaware and wholly performed in Delaware, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Delaware. Further, neither the United Nations Convention on Contractors for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

(k) Force Majeure

Any failure or delay by Licensor in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States, or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, labor difficulties, quarantines, health related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Licensor.

(l) Entire Agreement

This Agreement, including the any Order Form in effect, the corresponding Subscriber Account Addendum, and any Project Order signed by the Parties, contains the final and entire agreement of the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement's subject matter.

(m) Counterparts

This Agreement, and each Order From and Project Order, may be executed in one or more counterparts, (including digital counterparts) each of which will for all purposes be deemed an original and all of which will constitute the same instrument.

(n) Non-Solicitation

Each Party agrees that, during the term of this Agreement and for twelve (12) months thereafter ("Restricted Period"), it will not, directly or indirectly, solicit or induce any employee of the other Party to consider or accept employment with the first Party. Neither Party is prohibited from responding to or hiring employees of the other Party who inquire about employment with the first Party on their own accord or in response to a public advertisement or employment solicitation in general.

(o) Headings

Headings of particular sections are inserted only for convenience and are not to be considered a part of this Agreement or be used to define, limit, or construe the scope of any term or provision of this Agreement. Should any provision of this Agreement require judicial interpretation, the Parties agree that the court interpreting or construing the same will not apply a presumption that the terms of this Agreement will be more strictly construed against one Party than against the other.

(p) Export Laws Compliance

Neither Party will export, directly or indirectly, any technical data acquired from the other Party pursuant to this Agreement (or any product utilizing such data) to any country for which the United States Government, any agency thereof, or any applicable foreign governmental body at the time of export requires an export license or other governmental approval without first obtaining such license or approval. Each Party will comply with all applicable export and import laws and regulations.

(q) Legal Counsel

Each Party acknowledges that it has had the right to seek independent legal counsel with respect to this Agreement, and that each Party has substantially participated in the drafting and negotiation of this Agreement. No provision hereof will be construed against one Party by virtue of the fact that such provision was drafted by such Party.