FleetMX Aviation Solutions Inc. provides software as a service services under its business name EmpowerMX (referred to throughout this agreement as “EmpowerMX”). This SUBSCRIPTION SERVICES AGREEMENT (this “Agreement”) governs your use of EmpowerMX’s services. The terms “Customer,” “you,” or “your” refer to the person or entity using EmpowerMX’s services. EmpowerMX and Customer are collectively referred to in this Agreement as the “Parties” and individually as a “Party.”

1. DEFINITIONS.

“Order Form” means the ordering document attached hereto as Exhibit A that describes the Subscription Services and specifies restrictions and associated fees. The term “Order Form” shall include any subsequent ordering document for Subscription Services signed by the Parties referencing this Agreement.

“Subscription Services” means the services described herein and in the Order Form to be provided by EmpowerMX, whether during the Term of this Agreement or prior hereto.

“Users” means employees, contractors, outsourcers, representatives, agents and consultants of Customer and its Affiliates who are designated by Customer to use the Subscription Services and have been supplied user identifications and passwords by Customer or by EmpowerMX at Customer’s request.

2. SUBSCRIPTION SERVICES.

2.1 EmpowerMX Responsibilities. During the Term of this Agreement, EmpowerMX agrees to host, maintain and support the Subscription Services and make them available to Customer via the Internet or other data transmission system, pursuant to the terms and conditions of this Agreement and the applicable Order Form. The terms and conditions of an Order Form shall, with respect to such Order Form, prevail over any conflicting terms of this Agreement.

2.2 Access. Users may access and use the Subscription Services during the Term solely for Customer’s internal business purposes. Neither Customer nor the Users shall sell, resell, license, sublicense, distribute, rent, or otherwise transfer or commercially exploit the Subscription Services except as expressly authorized by EmpowerMX pursuant to this Agreement. This Agreement does not convey to Customer any rights of ownership in or related to the Subscription Services or their underlying technology. As set forth further in Section 4 of this Agreement, Customer and the Users shall not (i) decompile, disassemble, translate or reverse engineer the Subscription Services; (ii) use, duplicate, replicate, in whole or in part, any of the processes, methods, procedures, source or object code that make up the Subscription Services or any related processes, nor (iii) remove from the Subscription Services any language or designation indicating the confidential nature thereof or the proprietary rights of EmpowerMX or its suppliers.

2.3 Performance. Subject to the terms and conditions of this Agreement, EmpowerMX shall provide the Subscription Services during the Term of this Agreement as set out in the order form attached hereto as Exhibit A. Customer acknowledges and agrees the Subscription Services may be inaccessible or inoperable from time to time for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which EmpowerMX may undertake from time to time; or (iii) causes beyond the control of EmpowerMX or which are not reasonably foreseeable by EmpowerMX, including, without limitation, interruption or failure of telecommunication or digital transmission links, delays or failures due to Customer’s access connections, network attacks, network congestion or other Force Majeure Events (defined in Section 12 of this Agreement). Customer agrees that EmpowerMX has no control over the stability and throughput speed of the Internet or other data systems used by Customer and EmpowerMX shall have no liability for any interruptions, delays or failures in connection therewith.

2.4 User Access. Where applicable, EmpowerMX will deliver to Customer all user IDs and passwords necessary for Customer to access the Subscription Services in accordance with this Agreement. User subscriptions cannot be shared or used by more than one User but may be reassigned by Customer. Any additional User subscriptions added during the Term shall be coterminous with the then current subscription Term, and the fee for the additional User subscriptions shall be the same as that for the pre-existing subscriptions, prorated if necessary, for the remainder of the Term.

2.5 Customer Responsibilities. Customer agrees to provide EmpowerMX with all cooperation and information reasonably necessary or desirable to implement the Subscription Services for Customer. Customer shall be solely responsible for providing, maintaining and ensuring compatibility, including securing Internet access connections. Customer is responsible for the acts and omissions of its Users. Customer will use reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services. Customer will promptly notify EmpowerMX of any actual or suspected unauthorized access to or use of the Subscription Services that becomes known to Customer. EmpowerMX will have the right to immediately discontinue any user’s access to the Subscription Services if such User breaches the terms of this Agreement or otherwise impedes or disrupts any other person’s use of the Subscription Services or upon unauthorized access.

2.6 Customer Data. “Customer Data” means any non-public data, provided to EmpowerMX by Customer or its Affiliates concerning Customer’s clients or Customer. Customer warrants and represents that it owns all right, title and interest in and to the Customer Data, or possesses or will possess all legally valid rights in the Customer Data. Customer is solely responsible for the accuracy, quality, reliability, integrity, and appropriateness of Customer Data. Customer grants to EmpowerMX a limited, non-exclusive, non-sub-licensable, non-transferable license to capture, copy, store, transmit, maintain, access and display the Customer Data. EmpowerMX may use the Customer Data in an aggregated format for research and data analysis by EmpowerMX. Customer. Upon termination or expiration of this Agreement for any reason, and upon Customer’s request, EmpowerMX will provide Customer with a digital copy of Customer Data.

3. OTHER SUBSCRIPTION SERVICES.

If the Order Form or the Subscription Services include any of the services set forth in this Article 3, such services are deemed to be Subscription Services and will be governed under the applicable provisions below. Professional services such as software design, development and construction, data migration, deployment, consulting and resource provisioning will be governed under a separate professional services agreement, unless otherwise outlined in the Order Form of this Agreement. Hardware, devices or other goods specified in or contemplated by the Order Form or the Subscription Services will be governed under the terms and conditions of purchase orders under separate documentation.

4. INTELLECTUAL PROPERTY.

4.1 Ownership of Intellectual Property. Customer acknowledges and agrees that EmpowerMX owns all right, title and interest in and to the Subscription Services and all related processes, methods, procedures, source or object code that make up the Subscription Services, and any other software of EmpowerMX whether disclosed during, before, or after the Term. This Agreement does not transfer or convey to Customer or any third party any right, title or interest in or to the Subscription Services or any associated intellectual property rights, but only a revocable, limited right of use. All patents, copyrights, trade secrets (as defined by applicable state or federal law), and other propriety rights in or related to the Subscription Services are and will remain the exclusive property of EmpowerMX, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Subscription Services are used or accessed. Customer shall not take any action that jeopardizes EmpowerMX’s proprietary rights or acquire any right in the Subscription Services or the Confidential Information, as defined in Section 13 herein below. Upon termination of this Agreement, Customer, including all Users, will immediately discontinue all use of the Subscription Services.

4.2 Infringement of Intellectual Property. Customer and the Users shall not infringe or misappropriate any intellectual property rights of EmpowerMX, and Customer shall not attempt to derivate the source code or underlying technology of the Subscription Services or attempt to imitate the look, processes, feel, or display of the Subscription Services and its underlying technologies. Customer and Users shall not and shall not permit any affiliate, related party, or third party to translate, reverse engineer, decompile, recompile, update, or modify all or any part of the Subscription Services and all related processes, methods, source or object code that make up the Subscription Services. Customer shall not merge the Subscription Services and all related processes, methods, procedures, source or object code that make up the Subscription Services into any other software. Customer acknowledges that all improvements and modifications of the Subscription Services or parts thereof shall be deemed to be part of the Subscription Services and shall be and remain the sole and exclusive property of EmpowerMX.

5. INDEPENDENT CONTRACTOR.

EmpowerMX shall furnish all Subscription Services as an independent contractor. All personnel utilized by EmpowerMX in the furnishing of the Subscription Services shall be employees or contractors of EmpowerMX. Nothing in this Agreement shall be deemed to create an association, partnership, joint venture, or agency relationship between the Parties, or to grant either Party the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against, in the name of, or on behalf of, the other Party.

6 TERM.

This Agreement will begin on the Effective Date and remain in full force and effect for Five (5) years (the “Initial Term”). Upon the expiration of the Initial Term, Customer and EmpowerMX, by mutual written agreement, may renew this Agreement for one or more years (a “Renewal Term”). The Initial Term, together with any and all Renewal Terms, is collectively referred to as the “Term.”

7. PAYMENT.

7.1 Fees. EmpowerMX’s fees for the Subscription Services are set forth on Exhibit A and must be paid in US Dollars. Subscriptions may be available with payments due and owing on a monthly, quarterly, or annual basis calculated from the Effective Date. Customer shall pay all fees invoiced in accordance with its subscription type for the upcoming period. EmpowerMX may increase the applicable fees by providing notice to Customer of such increase by providing thirty (30) days’ notice of such increase prior to implementation of such adjustment at the end of each Order Form term as defined in the Order Form and mutually agreed upon by the Customer and EmpowerMX. EmpowerMX may choose to provide Customer with the option of automatic payments through credit card or bank account information provided by Customer. If EmpowerMX provides such an option and Customer chooses to utilize such option, Customer represents and warrants that the payment information provided by Customer is accurate and authorizes EmpowerMX to initiate such payments.

7.2 Escalation. The annual rate for Subscription Services outlined in the Order Form shall automatically increase by an amount determined by multiplying the then-current annual base rate by a fraction, the numerator of which shall be the CPI-U for the current year and the denominator shall be the CPI-U for 2020. CPI-U shall be for the US. City Average, as published by BLS.gov. Such escalation is separate from any increase instituted pursuant to Section 7.1.

7.3 Invoices. The charges invoiced to Customer by EmpowerMX in accordance with this Agreement shall be payable by Customer within thirty (30) days of Customer’s receipt of each invoice. EmpowerMX may cancel or suspend the Subscription Services if Customer fails to make any payment when due. Any unpaid, undisputed amount will accrue interest at the rate of one and a half percent (1.5%) per month. Customer will be liable for all costs and expenses related to collection of past due amounts including reasonable legal fees. EmpowerMX’s rights under this section will be in addition to all other rights and remedies available to it upon a default by Customer.

7.4 Expenses. Customer will reimburse EmpowerMX for the reasonable and actual out-of-pocket travel related expenses incurred by EmpowerMX’s employees in connection with the performance of EmpowerMX’s obligations hereunder. All expense reimbursement requests will be submitted as part of EmpowerMX’s invoice and shall include supporting documentation. All travel will be prior communicated to customer and pre-approved.

7.5 Books and Records. Customer shall maintain complete and accurate records, information and documentation of Customer’s use of the Subscription Services under this Agreement and shall retain such records for a period of one (1) year following the date of termination or expiration of this Agreement. EmpowerMX, or its designated representatives, will have the right, upon reasonable notice, and during regular business hours, to access and review such records, information and documentation for the purpose of ensuring Customer’s compliance with all terms and conditions of this Agreement.

7.6 Taxes. “Tax” or “Taxes” means any and all sales, use, value-added, excise, or similar transaction taxes or duties, together with any penalties, fines, charges or interest thereon, imposed by any domestic or foreign taxing authority on or with respect to the sale of any services or materials in connection with the performance of this Agreement. Taxes shall not include any taxes, fees, levies or other charges based on or measured by EmpowerMX’s gross or net income, gross receipts, excess profits, net worth, or capital. Customer shall be responsible for and shall pay or reimburse EmpowerMX for any and all Taxes.

8. WARRANTIES.

8.1 Ownership. EmpowerMX warrants that to the best of its knowledge it is the owner of the Subscription Services (excluding third party software) or otherwise has the right to grant Customer the rights and license set forth in this Agreement.

8.2 Standards. EmpowerMX further warrants that: (i) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date; (ii) the Subscription Services will be performed by qualified personnel in a manner consistent with industry standards; (iii) the Subscription Services and the Software will not, to EmpowerMX’s knowledge, infringe upon or violate any patent, copyright, trade secret or other proprietary right of any third party; and (iv) EmpowerMX shall take commercially reasonable efforts to avoid the introduction into the Subscription Services, the Software or the Customer Data, any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” “preventative routines” or other software routines designed: to permit access to or use of Customer’s computer systems by EmpowerMX or a third party not authorized by this Agreement; to disable, modify, damage or delete the Customer Data; or to perform any other such similar actions.

8.3 Disclaimer. EMPOWERMX MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE MADE IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EMPOWERMX DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY USERS OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE. EMPOWERMX DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY DATA COLLECTED OR PROVIDED FROM THIRD PARTIES.

9. DEFAULT; TERMINATION; REMEDIES.

9.1 Termination for Cause. In addition to any other remedy available, either Party may terminate this Agreement if the other Party breaches any material provision of this Agreement and has not cured the breach within thirty (30) days after receipt of written notice of the breach from the non-breaching Party; provided, however, EmpowerMX may terminate this Agreement immediately for non-payment by Customer following a ten (10) day grace period.

9.2 Termination for Insolvency. This Agreement will terminate, effective upon delivery of written notice by either party to the other Party: (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party; (ii) upon the making of a general assignment for the benefit of creditors by the other Party; or (iii) upon the dissolution of the other Party.

9.3 Effect of Termination. Upon termination of this Agreement, in addition to the Parties’ other right and remedies, Customer and all Users will immediately cease use of the Subscription Services and all processes, methods, procedures, source or object code that make up the Subscription Services.

9.4 Survival. Sections 4, 7.5, 8, 10, 11, 13 and 15 shall survive termination or expiration of this Agreement, in addition to any provisions that by their nature or express terms should survive or extend beyond termination or expiration of this Agreement.

10. INDEMNIFICATION; INSURANCE.

10.1 Indemnification by EmpowerMX. EmpowerMX shall indemnify, hold harmless, and, at Customer’s option, defend Customer from and against any and all liabilities, obligations, losses, damages, deficiencies, penalties, levies, fines, judgments, settlements, costs and expenses, including interest, litigation costs, and reasonable attorney’s fees (“Losses”) resulting from any third-party claim (i) that Customer’s use of the Software or the Subscription Services in a manner authorized by this Agreement infringes or misappropriates such third party’s intellectual property rights or (ii) based on EmpowerMX’s negligence or willful misconduct. In addition to any other obligation EmpowerMX may have to Customer under this Agreement or otherwise, EmpowerMX shall, at EmpowerMX’s option either: (i) procure for Customer, at EmpowerMX’s expense, a license from the patent, copyright or other proprietary right owner to use the Software and the Subscription Services; or (ii) modify, replace or delete the offending portion of the Software and the Subscription Services at EmpowerMX’s expense to make the Software and the Subscription Services non-infringing without materially impairing their usefulness or performance; provided, however, that if neither of the options above is available to EmpowerMX through reasonable, diligent efforts, either Party may, in addition to its rights and remedies under this Article or otherwise, terminate this Agreement and Customer will receive from EmpowerMX a refund of the unearned portion of any prepaid fees. EmpowerMX shall not have any liability to Customer for an Infringement Claim to the extent that the Infringement Claim is based Customer’s use of the Software in combination with equipment or intellectual property not supplied by EmpowerMX or otherwise not contemplated under this Agreement, where the Software would not be infringing absent such modification or combination.

10.2 Indemnification by Customer. Customer shall indemnify, hold harmless, and, at EmpowerMX’s option, defend EmpowerMX from and against any Losses resulting from any third-party claim that the data, information, or other materials provided by Customer to EmpowerMX infringes or misappropriates such third-party’s intellectual property rights and any third-party claims based on Customer’s or any authorized user’s (i) negligence or willful misconduct; (ii) use of the Software or Subscription Services in a manner not authorized by this Agreement; (iii) inaccurate, mis-entered, or otherwise incorrect data provided, or entered into any database or system, by Customer or at Customer’s direction; (iv) modifications to the Software not made by EmpowerMX; or (v) based on Customer’s negligence or willful misconduct.

10.3 Indemnification Procedure. An indemnified Party shall promptly give the indemnifying Party notice of any claim or Loss asserted by a third party for which the indemnified Party seeks indemnity. The indemnifying Party shall have sole control over the defense and settlement of third party claims; provided, however, that: (i) the indemnified Party will be entitled to participate in the defense and to employ legal advisers at its own expense to assist in the handling of the third party claim; and (ii) without the indemnified Party’s prior written consent: (1) no compromise or settlement may contain any finding or admission of any violation of law or any violation of the rights of any person by or on behalf of any indemnified Party; (2) no compromise or settlement may give rise to any other claim that may be made against any indemnified Party; and (3) the compromise or settlement shall include, as an unconditional term, in form and substance reasonably satisfactory to the indemnified Party, the claimant’s or the plaintiff’s release of the indemnified Party from all liability in respect of the third party claim. The indemnified Party will provide reasonable assistance to the indemnifying Party (at the indemnifying Party’s expense), including reasonable assistance from employees, agents, independent contractors and Affiliates, as applicable.

10.4 Insurance. At all times during the term of this Agreement, EmpowerMX with respect to the operations and services contemplated in this Agreement, shall carry and maintain at its own cost and expense insurance coverage with a combined single limit for bodily injury and property damage in an amount not less than $1,000,000 per occurrence.

11. LIABILITY.

11.1 LIMITATION OF LIABILITY. EMPOWERMX’S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO EMPOWERMX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO WHEN THE LIABILITY ARISES.

11.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS, OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions. The foregoing limitation of liability and exclusion of consequential damages shall not apply to: claims for bodily injury (including loss of life) or damage to real property or tangible personal property to the extent caused by the gross negligence or willful misconduct of either party; infringement of any third party’s intellectual property rights; or breach by either Party of the confidentiality obligations set forth in this Agreement.

12. Force Majeure.

Neither Party will be liable to the other Party, nor be deemed to be in default of this Agreement because of, any failure or delay in its performance due under this Agreement not occasioned by or based upon the fault or negligence of the Party claiming relief under this Section and caused by acts of God, fire, floods, industry-wide strikes, or similar labor difficulties, unavailability of equipment, materials, or services, due to industry-wide shortages, terrorist acts, wars, or any other unforeseeable cause beyond a Party’s reasonable control (collectively, “Force Majeure Events”). The Parties agree that Force Majeure Events shall not excuse any payment due from one Party to the other.

13. CONFIDENTIALITY.

13.1 Confidential Information. Each Party (a “Recipient”) shall maintain in strict confidence, and agrees not use, store, disseminate, or to disclose to any third party, except as necessary for the performance of this Agreement when authorized by the other Party (a “Discloser”) in writing, Confidential Information that Recipient receives from Discloser or its Affiliates. “Confidential Information” means all non-public information in whatever form or media of a competitively sensitive nature concerning Discloser or its Affiliates, including, but not limited to, this Agreement; Discloser’s trade secrets, as defined by applicable state or federal law; and any other non-public information (whether in writing or retained as mental impressions) concerning Discloser’s equipment; proprietary technologies; intellectual property rights; source code; network architecture; software concepts and technologies; research and development; pricing, cost or profit factors; quality programs; annual and long-range business plans; marketing plans and methods; customers or suppliers; contracts and bids; and personnel.

13.2 Exclusions. Confidential Information does not include: information that is, or subsequently may become within the knowledge of the public generally through no fault of Recipient; information that Recipient can show was previously known to it as a matter of record at the time of receipt; information that Recipient may subsequently obtain lawfully from a third party who has lawfully obtained the information free of any confidentiality obligations; or information that Recipient may subsequently develop as a matter of record, independently of disclosure by Discloser.

13.3 Duration of Obligation. Each Party’s confidentiality obligations hereunder with respect to Confidential Information shall remain in effect until three (3) years after the termination or expiration of this Agreement; provided that obligations hereunder with respect to Confidential Information consisting of trade secrets shall remain in effect for as long as governing law allows.

13.4 Third Party Information. The confidentiality provisions herein apply to and shall also protect Confidential Information of third Parties provided by Discloser to Recipient.

13.5 Notification Obligation. If the Recipient becomes aware of any unauthorized use, disclosure, or dissemination of the Discloser’s Confidential Information, Recipient shall promptly and fully notify Discloser of all facts known to it concerning such unauthorized use or disclosure.

13.6 Court Order. Notwithstanding the foregoing restrictions in Section 13.1, Recipient may disclose Confidential Information or trade secrets to the extent required by an order of any court or other governmental authority, but only after Recipient has notified Discloser at least five (5) days prior to such intended disclosure, such that Discloser has the opportunity, if possible, to obtain reasonable protection for such information including, without limitation, a protective order.

13.7 Injunctive Relief. Recipient acknowledges that disclosure of any Confidential Information or trade secret by it or its employees will give rise to irreparable injury to Discloser or the owner of such information, not adequately compensated by damages. Accordingly, Discloser or such other Party may seek and obtain injunctive relief against the breach or threatened breach of the undertakings contained herein, in addition to any other legal remedies which may be available, without the requirement of posting bond. Recipient further acknowledges and agrees that the covenants contained herein are necessary for the protection of Discloser’s legitimate business interests and are reasonable in scope and content.

13.8 Retention. Recipient shall not retain Confidential Information any longer than is reasonably necessary to accomplish the intended purposes for which it was transferred as set forth in this Agreement or applicable Order Form. Upon the earlier termination of this Agreement or the written request of Discloser, Recipient shall delete and/or destroy all of Discloser’s Confidential Information in Recipient’s possession, including any copies thereof, and shall deliver a written statement to Discloser within 15 days of Discloser’s request confirming that Recipient has done so.

14. COMPLIANCE WITH LAW.

As applicable to each Party’s respective obligations under this Agreement, and notwithstanding anything to the contrary in this Agreement, each Party shall comply with and cause each of its employees, agents and subcontractors to comply with Applicable Laws, and shall obtain all licenses, permits, permissions and consents which may be required of it by any Governmental Authority. “Applicable Laws” means all federal, foreign, provincial, state and local laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, interpretive letters and other official releases of any Governmental Authority, in each case as amended, consolidated, supplemented or replaced from time to time. “Governmental Authority” means any federal, provincial, state and local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity or any arbitrator with authority to bind Customer or EmpowerMX at law.

15. GENERAL PROVISIONS.

15.1 Interpretation. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. No provision or section of this Agreement shall be construed against either Party by reason of ambiguity of language, rule of construction against the draftsman, or similar doctrine.

15.2 Notices. Any notices, requests or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by overnight courier, or by facsimile transmission (“fax”), or mailed by U.S. registered or certified mail, return receipt requested, postage prepaid, and addressed to the appropriate Party at its address or to its fax number. Any such notice, request, or other communication shall be considered given on the date of hand or courier delivery if delivered by hand or overnight courier, on the date of transmission, as shown by confirmation of transmission if delivered by fax, or on the third day following the date of deposit in the U.S. mail as provided above.

15.3 Governing Law; Disputes. This Agreement shall be governed under the laws of the state of New York, without giving effect to any choice-of-law provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to the Parties’ rights or obligations under this Agreement.

15.4 Assignment. No Party may assign any of its rights under this Agreement or delegate its performance under this Agreement, whether voluntarily or involuntarily, by merger, consolidation, dissolution, operation of law, or in any other manner, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party hereto may assign its rights and delegate its performance under this Agreement, and any licenses granted hereunder, to: (i) any entity that acquires all or substantially all of the Party’s assets; and (ii) any successor in a merger, acquisition, or reorganization, including any judicial reorganization. This Agreement is legally binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

15.6 Complete Agreement. This Agreement constitutes the final agreement between the Parties. It is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement except for those expressly contained in this Agreement. The terms of this Agreement may not be modified or amended other than by a writing executed by both Parties.

15.7 Attachments; Precedence. Every exhibit and attachment to this Agreement is an integral part of this Agreement and is incorporated into this Agreement. Should any term contained in any exhibit or attachment conflict with any provision of this Agreement, the provision contained in the exhibit or attachment controls, unless the term contained in this Agreement expressly states otherwise.

15.8 Waiver. The failure of a Party to enforce any of the provisions of this Agreement, or to exercise any option provided in this Agreement, or to require performance by the other Party of any of the provisions in this Agreement, is not a present or future waiver of such provisions and does not affect the validity of this Agreement or the right of the Party to enforce each and every provision of this Agreement thereafter. The express waiver (whether one or more times) by a Party of any provision, condition or requirement of this Agreement does not constitute a waiver of any future obligation of the other Party to comply with such provision, condition or requirement.

15.9 Remedies Cumulative. Except as specifically set forth in this Agreement, the rights and remedies set forth in this Agreement are cumulative and are not intended to be exhaustive. A Party’s cure of any failure to perform under this Agreement does not excuse liability for any delays or other damages the non-defaulting Party may have incurred resulting from the failure.

15.10 Savings Clause. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

15.11 Acceptance; Counterparts. This Agreement may be executed by written signature, electronic signature through Docusign, through digital signatures on PDF or similar electronic files, or an indication of acceptance through electronic means such as an “I Accept” button. This Agreement may also be executed in one or more counterparts, each of which is deemed an original and all of which, taken together, constitutes a single enforceable agreement.