Master Purchase Agreement

This Master Purchase Agreement (“Agreement”) is entered into as of the execution date of the Order Summary (“Order Form”) by and between Psych Hub, LLC (“PH” or “Company”) with its principal place of business at 501 Union Street, Suite 545, PMB 359238, Nashville, TN 37219-1876 and the “Customer” or “Purchaser” identified in the applicable Order Form. Purchaser or Customer and Psych Hub can be referred to as Party or Parties in this Agreement. 

Psych Hub offers programs, training, certifications, and other learnings through applications technology that specialize in the mental health space (“Services”). 

This Agreement incorporates the Terms of Service psychhub.com/terms-of-service, the Privacy Policy psychhub.com/privacy-policy and all other documents found on the Psych Hub website located at www.psychhub.com This Agreement represents the entire Agreement between the parties and supersedes any and all prior and contemporaneous oral and written communications between the parties. 

Terms and Conditions

Definitions: All capitalized terms used in this Agreement and defined herein will have the meanings provided herein. All other terms used in the Agreement will have their plain English meaning as commonly understood and interpreted in the United States. 

Order Form: Customer may enter into multiple orders for additional Services utilizing separate Order Forms. This Master Agreement will apply to all Order Forms. Customer will have no rights to access or use Services unless an applicable Order Form has been executed for that Program. 

Term: The term of this Agreement will begin on the date the Customer entered into the Order for a Program constituting the Order Form Effective Date (“Effective Date”) when the first Order Form is executed by the Customer and will continue until terminated in accordance with the terms of this Agreement (“Term”). The Order Form will automatically renew at the end of the term unless Customer provides written notice to cancel sixty (60) days prior to the expiration period. The then current Order Form will automatically renew for one (1) year terms beginning from the date of the Effective Date.

License: Subject to the terms and conditions of the Agreement, including Customer’s payment of applicable or required fees, Company hereby grants to Customer a limited, non-exclusive, non-transferable license to access and use the Services for as long as the Customer has an account in good standing. 

Access and Accounts. Purchaser may access the company Services solely through an account established for Purchaser (“Account”). Purchaser will be permitted and must establish user identifications and passwords through which the Services will be accessed by the Purchaser (“Users”). Purchaser will ensure that all information about each User provided to Company in connection with establishing each Account ID is accurate and complete, and will maintain that information as accurate and complete throughout the Term. Users have access to use the Services solely for purposes of exercising the rights granted to Purchaser under this Agreement. Purchaser will ensure the security and confidentiality of each Account ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. Purchaser will notify Company promptly of any such unauthorized access or use of the Services or if any Account ID is lost, stolen, or otherwise compromised. Purchaser is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through Purchaser’s Account or by any User, and that any use of Purchaser’s Account will be deemed to have been completed by Purchaser. In no event will Company be liable for the foregoing obligations or any failure by Purchaser to fulfill such obligations.

Restrictions. Purchaser acknowledges that the Services as well as the databases, software, content, hardware, and other technology, and networks used by or on behalf of Company and its third-party providers to operate the Services, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable intellectual property of Company and its third-party providers. Without limiting the other obligations of Purchaser under this Agreement, and as a condition to the rights granted herein, Purchaser will not, and will not permit any User or other third party to: (a) use, access, or attempt to access the Technology or any portion thereof except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) use the Technology to transmit, distribute, redirect, or store material that, as reasonably determined by Company, is inappropriate, obscene, defamatory, libelous, threatening, abusive, hateful or which contains or incites violence, or (l) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology.

Outside Content

Purchaser acknowledges that, given the nature of the Services, it may be possible for Users to use the Services to access third party digital content that is not Company Content or a Third-Party Offering (such content, “Outside Content”). COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES ARISING FROM OUTSIDE CONTENT ACCESSED BY USERS VIA THE SERVICES.

Availability of Services. Company warrants that, following commencement of Purchaser’s use of the Services will be available to Purchaser at least 99% of the time in each calendar month during the term of this Agreement, excluding the following (collectively, “Excused Down Time”) down time due to: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Company may undertake from time to time; (c) malfunctions and other failures relating to the Services of third parties affecting the Services or the Purchaser’s Data; or (d) causes beyond the control of Company, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks and network congestion or other failures. Company does not guarantee the timeliness or availability of the Services.  

Fees. Purchaser shall pay Company all amounts specified in each Order Form (“Fees”). Company may increase fees on an annual basis effective on each anniversary of the Order Summary Effective Date with the increase not being more than 3% annually. Company may also increase fees to current list price upon expiration of Initial Order Summary Term.

Payment. All Fees will be invoiced in advance in accordance with the terms of the applicable Order Summary. If no payment terms are set forth in the applicable Order Form, such Fees will be invoiced on the Order Form Effective Date and thereafter on an annual basis thirty (30) days prior to the anniversary of the Order Form Effective Date. All Fees set forth in an invoice issued by Company will be due and payable by Purchaser in immediately available U.S. funds within thirty (30) days of the date of invoice. If Purchaser has not made payment within 30 days of the date of invoice (if any), Purchaser shall be deemed to be in material breach of this Agreement. If Purchaser has specified in Purchaser’s Account that Fees shall be paid by direct withdrawal or deposit from a credit card, debit card, ACH, wire transfer, mobile services account, or other payment method linked to Purchaser’s Account, Purchaser grants Company the right to charge the payment method provided to Company for all Fees incurred under this Agreement and Company shall be under no obligation to issue an invoice for such Fees. If Purchaser wishes to change its payment method, Purchaser can do so by notifying Company in writing. All Fees will be non-refundable once paid to Company (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 2% per month or the maximum amount permitted under applicable law. Failure of Purchaser to fully pay any Fees when due shall be deemed a material breach and justify the immediate suspension of Purchaser’s access to Services or, in Company’s discretion, the termination of this Agreement. Any such suspension does not relieve Purchaser from paying all amounts due under this Agreement for the remainder of the then applicable term of the Order Form. Purchaser’s failure to pay Fees when due will constitute sufficient cause for Company to suspend Purchaser’s access to any Services upon notice. 

Taxes. The Fees do not include any sales, use, or other taxes, levies, or duties (“Taxes”). Purchaser is responsible for paying all Taxes that may be imposed by way of the performance of either party under this Agreement, excluding only Taxes based on Company’s net income.

Termination for Cause. Either party may terminate this Agreement or any Order Summary immediately upon written notice to the other party if the other party: (a) is in material breach of this Agreement or any Order Summary and fails to remedy such breach within thirty (30) days following the breaching party’s receipt of notice of such breach; or (b) materially breaches this Agreement in a manner that cannot be remedied. Company may immediately terminate this Agreement upon written notice to the other party if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Any termination of this Agreement will terminate all Order Summaries under this Agreement. Any termination of an Order Summary will relate only to that Order Summary (unless otherwise specified in the notice of termination).

Suspension. Without limiting Company’s right to terminate this Agreement, Company may immediately suspend Customer’s access to the Services if Company reasonably believes Customer’s or any User’s use of the Services may be in violation of this Agreement or applicable law, or that the continued access to or use of the Services by Customer may present a security risk, or otherwise place Company, Services or any other Company customer, or any third party at risk of harm, loss, or liability.

Effect of Termination. Upon termination or expiration of this Agreement or any Order Summary for any reason: (a) Company will immediately cease providing access to all Services agreed under the Order Form; (b) all rights granted under this Agreement or applicable Order Form will immediately terminate; (c) Purchaser will immediately cease all use of Services; (d) all Fees and other amounts then owed by Customer under this Agreement will become immediately due and payable to Company. At Company’s request, an officer of Purchaser will certify in writing that it has fully complied with its obligations under this Section. The following Sections will survive termination or expiration of this Agreement for any reason: including Fees and Payment, Effect of Termination, Ownership, Disclaimer, Indemnification, Limitation on Liability, Confidentiality, Equitable Relief, Disputes, Governing Law and Venue, Force Majeure, Notice, and Additional Terms.

Data Ownership. Company retain all right, title, and interest in and to the Technology and Services, all additions, improvements, updates, versions, or other modifications thereto, and all IPR (as defined below) therein or related thereto. Purchaser does not receive any ownership interest in or to any of the Services. Company grants a limited use license to Purchaser for the express use of the Services. as defined in the applicable Order Form. All names and logos associated with the Services are trademarks of Company (or its third-party providers) and no right or license is granted to Purchaser to use them. Any rights not expressly granted to Purchaser hereunder are reserved by Company. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

Purchaser Data. Purchaser will obtain and maintain all authorizations, approvals, permissions, consents and other rights necessary for Company to use and process all Purchaser Data in the performance of the Services and any other obligations of Company under this Agreement. Purchaser grants Company a fully paid, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes Company makes so that the Purchaser Data works better with the Programs), communicate, publish, publicly perform, publicly display and distribute such purchaser data. The rights Purchaser grants in this license are for the limited purpose of operating, promoting, and improving the Programs, developing new Programs, and performing other actions permitted by the Agreement. This license continues even if Purchaser ceases to use the Services.

Company Data. Company has the authority and may capture, analyze, use and disclose data and information related to Purchaser’s use and performance of the Services (“Company Data”). All Data provided by the Purchaser to the Company will be owned by Company and may be used by Company or its permitted service providers, for any lawful business purpose.

Information Regarding Use of the Programs. When Purchaser or its Users use the Services , Company may collect certain information about Purchaser or its Users and about such Purchaser’s or Users’ use of the Programs. All information Company collects via the Programs or Purchaser’s or Users’ use of the Programs is subject to Company’s Privacy Policy found at https://psychhub.com/privacy-policy. By using the Services, Purchaser and its Users consent to all actions taken by Company with respect to Purchaser’s and its Users’ information in compliance with the Privacy Policy.

Data Security. Company will implement reasonable and appropriate technical and organizational measures in accordance with industry standards to ensure a level of security appropriate to the risk posed to the purchaser data. Subject to applicable law, Company will notify Purchaser in writing if Company becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, purchaser data (“Security Breach”). Each party is solely responsible for complying with laws applicable to such party with respect to any such Security Breach, including fulfilling any notification obligations related to such breach.

REPRESENTATIONS AND WARRANTIES.

General. Each party represents, warrants, and covenants to the other party that: (a) it has and will continue to have during the Term, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b) the performance of its obligations under this Agreement does not violate any federal, state, or local laws, rules, and regulations (“Laws”) applicable to such party performance, any rights of any third party, or any agreement by which such party is bound; and (c) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement.

DISCLAIMER. PURCHASER ACKNOWLEDGES THAT SERVICES UNDER THIS AGREEMENT ARE PROVIDED BY COMPANY AND ITS THIRD-PARTY PROVIDERS STRICTLY “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.

INDEMNIFICATION.

By Purchaser. Purchaser will indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents (collectively, “Company Indemnitees”) from and against any and all claims, demands, actions, proceedings or suits (“Claims”) brought against any Company Indemnitee and any related liabilities, losses, damages and expenses, costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of, relating to, or resulting from: (a) use of or access to the Services or Services by Purchaser or any User, (b) Purchaser’s negligence or willful misconduct, (c) Purchaser’s material breach of any representation, warranty, covenant or obligation in this Agreement or any Exhibits hereto, or failure to comply with any applicable Laws.

By Company. Company will indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, and agents (collectively, “Purchaser Indemnitees”) from and against any Claims brought against any Purchaser Indemnitee by a third party, and any related Losses, that the use by Purchaser of any Company System infringes or misappropriates the IRP of such third party. If Purchaser is, or Company reasonably believes that Purchaser will become subject to any such third party claim, Company may at its option: (a) procure the right for Purchaser to continue using such Services; (b) replace or modify such Services so that it no longer infringes, or (c) terminate this Agreement and provide Purchaser a pro-rated refund of any pre-paid unused Fees applicable to such Services (if any). Company’s obligations under this Section will not apply to any Claim arising from: (i) other services or technology not provided by Company as part of Services (ii) any modifications or changes to Services by or on behalf of Purchaser, whether or not in violation of this Agreement; (iii) purchaser data; (iv) access to or use of any Services other than as permitted by this Agreement. THIS SECTION CONSTITUTES COMPANY’S SOLE AND EXCLUSIVE LIABILITY, AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF IPR OR ANY OTHER RIGHTS RELATING TO THE Services.

Conditions. Each party’s indemnification obligations under this Agreement are conditioned upon the party seeking indemnification (the “Indemnified Party”) providing the other party with: (a) prompt notice of any such claim for indemnification; (b) sole control over the defense and settlement of such claim, provided that any settlement that will require the Indemnified Party to assume any liability other than the payment of monies will be subject to the Indemnified Party’s prior written consent; and (c) reasonable assistance in such defense or settlement (at the indemnifying or defending party’s expense). A party’s failure to promptly notify the other party of any claim for indemnification will not relieve the indemnifying party of its obligations to indemnify except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced in its ability to defend such claim as a result of such failure.

LIMITATION ON LIABILITY. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY LIABILITY ARISING FROM A PARTY’S BREACH OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, FINES OR PENALTIES, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S INDEMNIFICATION OBLIGATIONS, AND PURCHASER’S PAYMENT OBLIGATIONS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES PAID OR PAYABLE HEREUNDER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. PURCHASER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, COMPANY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Confidentiality Obligations. By virtue of this Agreement, each party may have access to the Confidential Information of the other party. For purposes of this Agreement, “Confidential Information” means any data or information regarding a party’s business or affairs, including customer information, marketing information, financial information, data (including software code), business concepts, business strategy, processes, methods, Services, know-how, devices, formulas, product specifications, marketing methods, prices, and customer lists, and any other data or information received or otherwise obtained under this Agreement, whether in oral, written, or electronic form, that is either: (a) designated as confidential; (b) of a nature such that a reasonable person would recognize it as confidential; or (c) disclosed under circumstances such that a reasonable person would know to treat it as confidential. For the avoidance of doubt, all Services, Company Software, Company Content, and System Materials regardless of the form, including all copies and extracts thereof, shall be the Confidential Information of Company. Each party shall take all reasonable steps to ensure the confidentiality and security of the other party’s Confidential Information in the same manner as such party protects its own Confidential Information of a similar nature, and in no event with less than reasonable care. Each party will return to the other party, or destroy, all Confidential Information in such party’s possession or control, and permanently erase all electronic copies of all Confidential Information promptly upon the written request of the disclosing party or upon termination of this Agreement.

Restrictions on Use and Disclosure. Neither party shall use or disclose any Confidential Information of the other party for any purpose other than exercising its rights and performing its obligations under this Agreement. Neither party shall disclose any Confidential Information of the other party to any third party, except to the receiving party’s employees, agents, or contractors (which may include advisors, accountants, and attorneys) who have a need to know such Confidential Information for purposes of this Agreement; provided that any employee, agent, or contractor is bound by a duty of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. Notwithstanding the foregoing, Confidential Information may be disclosed by a receiving party to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that before disclosing such information the receiving party must provide the disclosing party with sufficient advance notice of the agency’s request for the information to enable the disclosing party to exercise any rights it may have to challenge or limit the request for such Confidential Information.

Exceptions. Notwithstanding anything to the contrary in the Agreement, the restrictions on use and disclosure of Confidential Information set forth in this “Confidentiality” section shall not apply to (a) the extent that such Confidential Information: (i) was rightfully known to the receiving party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving party in connection with this Agreement, as shown by the receiving party’s written records; (ii) was or becomes generally known by or available to the public other than by the receiving party’s, or any of its representatives’, noncompliance with this Agreement; (iii) was or is received by the receiving party on a non-confidential basis from a third party that, to the receiving party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the receiving party without reference to, use of, or benefit from any Confidential Information, as shown by the receiving party’s written records; or (b) Company’s use or disclosure of Purchaser’s Confidential Information in compliance with the Privacy Policy.

EQUITABLE RELIEF. Purchaser acknowledges and agrees that due to the unique nature of the Services, related Technology and Confidential Information, a breach or threatened breach of its obligations under this Agreement would allow Purchaser or third parties to unfairly compete with Company, resulting in irreparable harm to Company for which there can be no adequate remedy at law. Accordingly, Purchaser agrees that in the event of such breach or threatened breach of this Agreement, Company will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within five (5) days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within thirty (30) days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site in Nashville, Tennessee U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, any disputes arising out of or related to this Agreement, will be governed by the laws of the State of Delaware U.S.A. without regard to its choice of law principles. All disputes or actions rising from or relating to this Agreement shall be submitted exclusively to the jurisdiction of the state and federal courts located in Nashville, Tennessee, U.S.A., and the parties hereby irrevocably submit to the personal jurisdiction of such courts.

FORCE MAJEURE. Neither party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay Fees, if such failure or delay is due to acts of God, war, terrorism, strikes, boycotts, labor disputes, fire or other loss of facilities, accident or any other cause beyond its control (each, a “Force Majeure”). If the performance of any obligation under this Agreement by either party is prevented, restricted or interfered with by reason of a Force Majeure event, the party whose performance is so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such Force Majeure event, provided that the party so affected will take all reasonable steps to avoid or remove such causes of nonperformance and will continue performance hereunder with dispatch whenever such causes are removed.

NOTICE. All notices, reports, consents, authorizations and approvals to be given by a party under this Agreement will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3) email; or (4) certified mail, return receipt requested, to the other party at its respective addresses set forth above. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party.

ADDITIONAL TERMS. Except as expressly set forth herein, this Agreement may be modified or amended only by a written agreement signed by both parties. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision will be removed or replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent possible under applicable law, and the remaining provisions will remain in full force and effect. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” Except as provided for in this Agreement, no term of this Agreement will be construed to confer any third-party beneficiary rights on any non- party. All waivers under this Agreement must be in writing and signed by an authorized representative of the waiving party. Any waiver or failure to exercise any right under this Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a purchase order or any other similar document will not apply to or modify this Agreement.

The parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Neither party is an agent of the other nor is neither party authorized to make any representation, contract, or commitment on behalf of the other party. In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, and other relief to which that party may be entitled. Purchaser hereby grants Company permission to use Purchaser’s name or logo for public press releases and customer stories. Company provides the Services, including related software and technology, for federal government end use as a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are provided to the Purchaser with only those restricted rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Company to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.