PRODUCT – ELECTRONIC DATABASE AND LICENSE AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows:

1. License.

1.1.  Grant of Rights. Subject to the restrictions in Section 1.3 below and the other limitations set forth herein, Licensor hereby grants Licensee a limited, non-exclusive, non- transferable, non-sublicensable, worldwide right and license to use the Product and the Database Libraries solely to perform the Service in connection with the Business (defined below) (and for no other purpose). The license granted herein shall be strictly limited to the right to:

(a) Input, download, and store the relevant Database Libraries in files and memory; and compile the relevant Database Libraries at the place indicated on the Order Form (the “Site”) that Licensee maintains its centralized servers; and

(b) Access and use the Database Libraries in Licensee’s business identified in the Order Form (the “Business”) only at the Site and only in conjunction with the Product and the Service. Notwithstanding anything to the contrary set forth herein, Licensee shall not have the right to distribute the Product or the Database Libraries, in whole or in part, to any third party, and, without limiting the foregoing, shall not use the Product or Database Libraries to host, operate, or enable any system, platform, or service that allows third parties to access, query, or otherwise use the Product or Database Libraries, whether directly or indirectly, including through any cloud-based, Software-as-a-Service (“SaaS”), or application service provider (“ASP”) environment. Use of the Product or Database Libraries by Licensee in support of its own applications, products, or services shall be permitted only to the extent such use does not provide any third party with access to, or the ability to query or extract data from, the Product or Database Libraries.

1.2.  Reserved Rights. Licensor reserves the right to use the Database Libraries for its own business purposes and reserves the right to distribute the Database Libraries to any and all other persons and entities in the course of its business as it sees fit. Nothing in this license shall in any way restrict Licensor’s or its other customers’ use of the Database Libraries.

1.3.  Restrictions.

(a) As between the parties hereto, Licensor shall be the sole owner of the Product and the Database Libraries, including, without limitation, any patents, copyrights, trademarks, trade secrets and any other proprietary rights associated with the Product, the Database Libraries, the information included therein, and the applications used in connection therewith (collectively, the “Licensor Property”), and Licensee shall not, directly or indirectly, contest the validity of, or seek to register anywhere in the world, any rights in the Licensor Property.

(b) Except as expressly permitted by the foregoing limited license, Licensee shall have no right to use, copy, display, publicly perform, distribute, sublicense, make derivative works of, decompile, reverse engineer, disassemble, modify, reproduce, rent, sell, lease, lend, share or otherwise dispose of the Licensor Property, or any part thereof, in any form or for any purpose.

(c) Neither Licensee nor Licensor shall implement, maintain, or use the Products and Database Libraries in violation of any U.S local, state, federal laws or laws of non-US jurisdictions, if applicable and including, without limitation, those related to personal data privacy or protection, such as the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020), Cal. Civil Code § 1798.100 et seq., including any implementing regulations and amendments thereto (collectively, the “CCPA/CPRA”); the Colorado Privacy Act, C.R.S.A. § 6-1-1301 et seq. (SB 21-190), including any implementing regulations and amendments thereto (the “CPA“); the Connecticut Data Privacy Act, S.B. 6 (Connecticut 2022), including any implementing regulations and amendments thereto (the “CTDPA”); the Utah Consumer Privacy Act, Utah Code § 13-61-101 et seq. (SB 0227), including any implementing regulations and amendments thereto (the “UCPA”); the Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-571 et seq. (SB 1392), including any implementing regulations and amendments thereto (the “VCDPA”); any similar U.S. personal data privacy or protection laws; and (b) any personal data privacy or protection laws of any non-US jurisdictions including all applicable European Union (“EU”) or national laws and regulations relating to the privacy, confidentiality, security and protection of Personal Data, including, the European Union (“EU”) General Data Protection Regulation 2016/679 (“GDPR”) and EU Member State laws supplementing the GDPR, and the GDPR as incorporated into United Kingdom (“UK”) law (the “UK GDPR”).

(d) The Parties acknowledge that all IP Address rolls have been assigned for use on the internet by organizations such as the Internet Assigned Numbers Authority and regional internet registries, and that IP Addresses are fungible and transferable by internet service providers without prior notice. Licensee may provide specific IP Addresses from its databases to Licensor in connection with an applicable Order Form. To create the Products and Database Libraries, Licensor maintains its own dataset of IP Addresses that have been publicly assigned by organizations such as Regional Internet Registries and the Internet Assigned Numbers Authority (collectively, “the Assignment Authorities”). In no event shall Licensor, without the express, written consent of Licensee, collect and store any of Licensee’s specific, internet protocol addresses (also known as specific CIDR /32 version 4 IP addresses and specific CIDR /128 version 6 IP addresses, or “IP Addresses”), nor shall Licensor transfer, share, use or otherwise process Licensee’s IP Addresses for any purpose other than to deliver the specific query results and Products requested by Licensee. Notwithstanding the foregoing, Licensor may observe and retain prefixes appended to IP addresses provided by Licensee or others, in order to verify which series of Prefixes are still viable and in use.

2. Licensor Responsibilities.

2.1.  Database Libraries. Licensor agrees to provide the Database Libraries in a form reasonably suitable for Licensee’s use pursuant to the Agreement. It is agreed that the form reasonably suitable for Licensee’s use shall be an electronic database capable of being deployed for the Products.

2.2. Personal Data. In the event Licensee provides data it considers to be Personal Data, Licensor shall process any such data from Licensee in accordance with the terms of the DPA attached as Exhibit B to the License Agreement. In connection with any Personal Data that Licensee transfers from the European Economic Area to Licensor, the Parties may append to an appropriate Order Form the Standard Contractual Clauses issued by the European Commission in line with the General Data Protection Regulation (EU 2016/679) and the UK Addendum, as applicable.

2.3.  Updates. Licensor agrees to provide electronic updates of the Database Libraries to Licensee on a weekly basis. The updates will include the most recent geographic/IP address data compiled by Licensor. It is understood and agreed that Licensor shall have no responsibility to maintain or support Licensee’s content-serving network. Licensee shall treat the Database Libraries as Licensor’s Confidential Information (defined below).

2.4.  Support. Licensor shall provide Licensee with on-going 24/7 technical support in accordance with the support terms in Exhibit A.

2.5.  Servers. Licensor shall not be responsible for supporting Licensee’s server(s) or other hardware. In the event that Licensee requires more than eight (8) NetAcuity servers, it must deploy a remote update server (“RUS”), such as, by way of example only, a caching update server meant for deployment into networks of customers that have multiple NetAcuity servers. It is understood and agreed that the main benefit of the RUS is that only the RUS would actually download database updates from Digital Envoy’s Master Update Server (MUS) on a weekly basis and that with the RUS deployed in a network, all NetAcuity servers would get their database updates from the RUS inside the network, resulting in less bandwidth leaving the network for updates.

3. Payment.

3.1   Fee. Licensee shall pay Licensor an annual fee, invoiced and prepaid in advance for the then-upcoming initial term or Renewal Term, as applicable, that is set forth in the Order Form for the license of the Product and Database Libraries.

3.2   Payment Terms. For the initial term of the Agreement, Licensee shall pay to Licensor all amounts stated as due to Licensor on an invoice delivered to Licensee within thirty (30) days after receipt of such invoice. For a renewal invoice pursuant to the terms of Section 8.2, payment shall be made by Licensee to Licensor prior to the end of the then-current Term. Payments must be made by wire in the currency set forth in the Order Form, or by check. Amounts not paid by Licensee within such thirty (30) day period will be subject to a delinquency charge on any outstanding balance, including accrued interest, at a rate of the lesser of (a) one and one-half percent (1.5%) per month and (b) the maximum rate permitted by applicable law. The fees identified in Section 3.1 are exclusive of all sales, use, excise, VAT or other taxes, duties or governmental fees. Licensee shall pay any such taxes, duties and fees (excluding any taxes on Licensor’s net income) imposed by any applicable jurisdiction. Failure to make timely payment shall be considered a material breach of the Agreement. Failure of Licensee to use the Product and/or Database Libraries shall not affect the payments owed hereunder. If the delivery method for the Database Libraries is a Flat File, Licensee must provide Licensor with monthly reporting of usage volumes (“IPRs” as defined in the Order Form) to ensure compliance with the Agreement.

4. Indemnification.

4.1.  Licensor. Licensor will indemnify, defend and hold harmless Licensee and its employees against any and all damages, liabilities, costs and expenses, including reasonable legal fees, incurred in connection with any third party claims that the Product or the Database Libraries infringe on any third party intellectual property rights. Licensor’s indemnification obligations do not apply to the extent: (a) Licensee modifies the Product or the Database Libraries or combines either of them with any non-Licensor products, processes or materials after delivery, and the infringement would not have occurred but for such modification or combination, (b) the allegedly infringing activity arises from any compliance with the designs, specifications or requirements of Licensee, (c) the allegedly infringing activity continues after Licensor has informed Licensee of modifications or workarounds that would have avoided the alleged infringement , or (d) the allegedly infringing activity arises from Licensee’s use of the Product or Database Libraries in any manner not expressly permitted under the Agreement. In the event a claim arises under this Section, Licensor may, at its option and expense, (i) procure for Licensee the right to continue using the Product or Database Libraries; (ii) modify the Product or Database Libraries to make them non- infringing; or if (i) and (ii) are not commercially feasible, (iii) terminate the Agreement or the Order Form in question, require the return of the infringing Product or Database Libraries, and refund to Licensee any fees that were prepaid by Licensee for such infringing Product or Database Libraries and are attributable to the portion of the Term beginning after the effective date of termination.

4.2   Procedure. The party entitled to indemnification under this Section 4 (“Indemnified Party”) agrees that Licensor may assume sole and exclusive control over the defense and settlement of any claim with respect to which the foregoing indemnify obligations apply. The Indemnified Party shall promptly notify Licensor of any claim against it of which it becomes aware. The Indemnified Party shall provide reasonable cooperation to Licensor in connection with the defense or settlement of any such claim. The Indemnified Party shall be entitled to participate in the defense of any such claim at its sole cost and expense, but may not agree to any settlement with respect to such claim or consent to the entry of any judgment in connection with such claim without the prior written consent of Licensor.

5. Warranty; Disclaimer; Limitation.

5.1   Warranty.

(a) Licensor warrants that the Product will materially conform to its then- current written specifications during the Term.

(b) Each party warrants that it has in place and undertakes to maintain throughout the duration of the Agreement appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of or damage to or disclosure of Personal Data.

(c) LICENSOR’S SOLE LIABILITY, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR LICENSOR’S BREACH OF THE WARRANTY PROVIDED IN SECTION 5.1(A) SHALL BE TO CORRECT ANY NON-CONFORMITY IN THE PRODUCT IDENTIFIED BY LICENSEE IN WRITING, OR, IN THE EVENT THAT LICENSOR IS UNABLE TO CORRECT SUCH NON-CONFORMITY WITHIN NINETY (90) DAYS OF LICENSOR’S RECEIPT OF WRITTEN NOTICE FROM LICENSEE OF LICENSOR’S BREACH, TO REFUND THE FEES THAT WERE PREPAID TO LICENSOR AND ARE ATTRIBUTABLE TO THE DEFECTIVE PRODUCT AND TO THE PORTION OF THE TERM BEGINNING AFTER THE EFFECTIVE DATE OF TERMINATION.

5.2 Disclaimer.   EXCEPT AS SET FORTH IN SECTION 5.1, LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THE AGREEMENT OR ANY OTHER COMMUNICATION, REGARDING THE PRODUCT OR THE DATABASE LIBRARIES, AND LICENSOR SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY OF DATA. THERE IS NO WARRANTY THAT THE LICENSED PRODUCT OR DATABASE LIBRARIES WILL BE ERROR-FREE, OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES OR NEEDS. LICENSOR UNDERTAKES OR ACCEPTS NO LIABILITY WHATSOEVER TO LICENSEE FOR ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS, OR LOSSES UNLESS CAUSED BY LICENSOR’S WILLFUL MISCONDUCT. IT IS MUTUALLY ACKNOWLEDGED AND AGREED THAT DATA ENTRY, COMMUNICATION AND STORAGE ARE SUBJECT TO A POSSIBILITY OF HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, AND LOSSES, INCLUDING INADVERTENT INTERRUPTION OR LOSS OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND LICENSOR DOES NOT UNDERTAKE ANY LIABILITY TO LICENSEE FOR ANY SUCH ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR LOSSES.

5.3   Limitation of Liability. EXCEPT FOR LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 OR IN RESPECT OF THE INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 4 OR AMOUNTS OWED AND NOT YET PAID HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, OR FOR INTERRUPTED COMMUNICATIONS, INCURRED BY EITHER PARTY IN CONNECTION WITH THE AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S DAMAGES IN ANY LAWSUIT OR OTHER ACTION BROUGHT UNDER THE AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD.

6. Confidentiality.

6.1   Each party will use a reasonable standard of care to protect the Confidential Information of the other, and will use the other party’s Confidential Information only for purposes of the Agreement and only to the extent necessary for such purposes. Neither party will disclose (whether orally or in writing, or by press release or otherwise) to any third party any Confidential Information of the other party, or any information with respect to the terms and provisions of the Agreement, except:

(a) To each party’s respective officers, directors, employees, subcontractors, auditors and attorneys who have a need to know such Confidential Information, in their capacity as such, are informed by such party of the confidential nature of the Confidential Information, and have a duty or obligation to comply with the non-use and non-disclosure terms herein that are applicable to such party; provided, however, that such party shall be responsible for any breach of the provisions of this Section 6 committed by its officers, directors, employees, subcontractors, auditors or attorneys to the same extent as if such party committed such breach itself;

(b) To the extent strictly necessary (and then redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, provided that the disclosing party notifies the other party as promptly as practicable (and, if possible, prior to making the disclosure) and the disclosing party seeks confidential treatment of the information;

(c) In order to exercise or enforce its rights under the Agreement, provided that prior to disclosure the disclosing party will to the greatest extent reasonably possible seek confidential treatment of the information; or

(d) As mutually agreed by the parties in writing.

6.2   For purposes of the Agreement, a party’s “Confidential Information” shall be deemed to include any confidential or proprietary information disclosed by one party to the other, including the terms of the Agreement and information generated by the parties in the course of performance of the Agreement, but shall not include (a) information that was in the public domain or that later comes into the public domain through no fault of either party, or (b) except for the terms of the Agreement and information generated by the parties in the course of performance of the Agreement, information that is already legitimately known to the other party at the time of disclosure, or that becomes known to the other party without a breach of the Agreement or the breach of a duty by any third party to keep such information confidential.

6.3   The terms of this Section 6 shall survive for a period of three (3) years after expiration or termination of the Agreement; provided that, to the extent any portions of Confidential Information meet the definition of a “trade secret” under applicable law, the terms and conditions of the Agreement as to such portions of the Confidential Information shall survive expiration or termination of the Agreement for as long as provided under applicable law.

7. Data Security. Each Party acknowledges and agrees that it is responsible for the security of any Confidential Information and Personal Data it holds that belongs to the other Party. Each Party shall use appropriate technical and organizational measures to safeguard and prevent unauthorized disclosure of such data. Each Party shall implement and maintain internal technical and procedural security measures designed to (a) identify reasonably foreseeable threats and hazards to the security and confidentiality of such data, and (b) protect the security and confidentiality of such data from such threats and hazards. Each Party shall maintain appropriate processes and procedures to ensure that any security breach involving such data is detected in a timely manner. In the event of a security incident involving the data of the other Party, the Party holding such data shall notify the other Party within 24 hours of becoming aware of the security incident and shall provide all reasonable support and information necessary for each Party to manage the security incident, mitigate its impact, and comply with the notification obligations set out in any Applicable Laws.

8. Term.

8.1   Term. The Agreement shall be in effect as of the effective date of the first Order Form entered into hereunder and shall continue until all Order Forms hereunder have terminated or expired. Each Order Form shall set forth an initial term for the Product or Database Library provided under that Order Form (the “Initial Term”) and shall be subject to renewal as set forth in Section 8.2 below.

8.2   Renewals. Neither the Initial Term nor Licensee’s license to any Product or Database Library provided in an Order Form shall automatically renew. Unless otherwise provided in an Order Form, the Initial Term listed in an Order Form may be renewed by the Parties for additional successive one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”) only upon completion of the following steps: (i) Licensor, at its discretion, provides an invoice to Licensee, at least thirty (30) days before the end of the then- current Initial Term or Renewal Term, as applicable, setting forth the Renewal Term and the fees for such Renewal Term; and (ii) Client pays such invoice in full. Client may decline the Renewal Term either by: (A) providing to Licensor a written notice of its election not to accept such renewal (a “Renewal Rejection Notice”); or (B) simply not paying the invoice. If Licensee has delivered a Renewal Rejection Notice prior to the end of the then-current term and mistakenly pays the invoice for the Renewal Term, then Licensor shall return such payment, and the Order Form and Licensee’s license to the Product or Database Library provided in an Order Form shall terminate effective as of the end of the then-current term.

8.3   Termination. If this License Agreement is terminated, the Agreement and all Order Forms then in effect shall also terminate, but if an Order Form expires or is terminated, this License Agreement and any other Order Forms then in effect shall continue in accordance with their terms. In addition, either party may terminate this License Agreement or any Order Form in the event that the other party commits a material breach of this License Agreement or such Order Form, provided that the non-breaching party shall first notify the other party of the breach and give such other party at least ten (10) days to cure the breach to the non-breaching party’s reasonable satisfaction. Licensor may also immediately terminate this License Agreement and any Order Form and the licenses granted hereunder and thereunder upon written notice to Licensee in the event that Licensee: (a) is adjudged bankrupt; (b) becomes insolvent; (c) makes a general assignment for the benefit of creditors; (d) has a receiver or trustee appointed for the benefit of its creditors; (e) files a voluntary petition in bankruptcy; or (f) initiates reorganization proceedings or takes any step toward liquidation.

8.4   Effect. Upon the expiration or termination of an Order Form, all rights of Licensee to use the Product and Database Libraries provided under such Order Form shall cease, and such Database Libraries and any information derived from such Database Libraries shall no longer be used in any manner and shall promptly be removed from all of Licensee’s systems and returned to Licensor or destroyed. Upon Licensor’s request, Licensee shall provide Licensor with written certification that it has complied with this Section 8.4. Termination or expiration of this License Agreement or any Order Form does not relieve either party from liability arising from a breach, act or omission that occurred before the termination or expiration.

9. Order Form. The parties may enter into one or more Order Form(s) during the Term. Upon execution and delivery by both parties, each Order Form will be deemed incorporated into the Agreement by reference. In the event of any conflict between this License Agreement and an Order Form, the terms of this License Agreement shall govern, except (a) for fees payable, and (b) to the extent the Order Form expressly states that it should override this License Agreement and specifically identifies the overridden clause, in which case, the override applies only to that particular Order Form and not to other Order Forms.

10. Force Majeure. Neither party shall be liable or be deemed to be in default for any delay or failure in performance or interruption if the default or delay is caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, rebellions or revolutions, riots or civil disorders; domestic or international terrorism, accidents or unavoidable casualties; supply shortages or other catastrophes; or any other occurrences which are beyond such party’s reasonable control (each, a “Force Majeure Event”); provided, a Force Majeure Event shall not excuse either party from its obligation to pay any monies owed to the other party (or any third party) under this Agreement. Should a Force Majeure Event continue for more than thirty (30) days, the other party shall be free to terminate the Agreement effective immediately upon the giving of notice thereof, subject to the terms and conditions of this Agreement.

11. Notices. All notices or other communications required to be given hereunder shall be in writing and delivered to the applicable party at its mailing address, e-mail address, or facsimile number specified on the Order Form (or as such party may hereafter specify for that purpose by notice to the other party). All notices shall be deemed delivered if delivered as indicated: (a) by personal delivery, (b) by overnight courier upon written verification of receipt, (c) by email or facsimile transmission upon confirmation of receipt, or (d) by certified or registered mail, return receipt requested, upon verification of receipt. All notices shall be effective upon delivery as provided herein.

12. Independent Contractors. Licensor and Licensee are independent contractors under the Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise or agency or fiduciary relationship between them. Neither party has any authority to enter into agreements of any kind on behalf of the other party, and neither party will attempt to or will create any warranty or other obligation, express or implied, on behalf of the other party.

13. General.

13.1   Assignment. Licensee may not assign or transfer this License Agreement, or any rights or obligations hereunder, including through changes to its legal identity or structure, without Licensor’s prior written consent. Any unauthorized assignment or transfer shall be null and void.  Licensor may assign or transfer the License Agreement or any of its rights or obligations hereunder to an affiliate or in connection with a sale of assets or all or part of the business of Licensor without the prior written consent of Licensee. The License Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. In the event that Licensee acquires or merges with any new entity or business or develops a new product line (other than products expressly set forth herein), such new entity or business or product line shall not be entitled to use the Database Libraries under Section 1.1 or any other provisions of the License Agreement, without appropriate License Fee adjustments.

13.2   Survival. The provisions of Sections 1.3, 3.2, 4, 5.3, 6, 8, 11 and 13 shall survive any expiration or termination of the Agreement.

13.3   Severability. If any provision of the Agreement, or the application thereof to any person or circumstance, is determined to be invalid, such invalidity shall not affect any other provision that can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable.

13.4   Modifications. This Agreement may be updated and modified by Licensor from time to time to comply with developing applicable laws. Except as required by law, any such modification shall not: (i) increase the proportion of liability or expenses of Licensee relative to Licensor’s proportion of liability or expenses hereunder; or (ii) interfere with Licensee’s authorized use case for the Products and Database Libraries or (iii) introduce commercial terms that conflict with any of the terms of an existing Order Form between Licensee and Licensor. Licensor shall provide written notice to Licensee in the event of any such modification of this Agreement. Notwithstanding any other provision of this Agreement, if Licensee reasonably determines that any such modification would materially increase Licensee’s costs or liability or otherwise violate the limitations stated in this section, then notwithstanding anything to the contrary in section 8 of this Agreement, Licensee may within thirty (30) days provide written notice of termination of this Agreement and the applicable Order Form to Licensor, without further liability of either party to the other for expenses or damages arising from such termination.

13.5   Waivers. A waiver by either of its rights hereunder shall not be binding unless contained in writing signed by an authorized representative of the party waiving its rights. Further, the non-enforcement or waiver of any provision of the Agreement on one occasion shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of the Agreement.

13.6   No Implied Rights or Obligations. Nothing in the Agreement is intended to create any implied right to require, or any implied duty to provide, a level of effort or results (in general or in particular) not expressly stated herein, or to refrain from engaging in any other activity, including any activity involving the same or similar products or services with the same or similar customers or providers.

13.7   Governing Law; Venue. The Agreement will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., as it applies to contracts made and performed in such state and, to the extent applicable, the intellectual property laws of the United States. The Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of International Goods, the application of which is expressly excluded by the parties. Each party irrevocably consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in connection with any dispute, claim or controversy arising out of or relating to the Agreement, and waives any objections in the nature of jurisdiction or venue.

13.8   Entire Agreement. The Agreement, including the exhibits hereto, the Order Form(s), and any amendments hereto and thereto, embodies the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral agreements.

13.9   Counterparts. Each Order Form and any amendment thereof may be executed in any number of counterparts, including via facsimile, PDF transmission, and/or electronic signatures, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In producing an Order Form, it shall not be necessary to produce or account for more than one such counterpart signed/accepted by the party against whom enforcement is sought.

13.10   Licensee agrees to comply with all applicable U.S., foreign, and international export control, import, and economic sanctions laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (EAR, 15 C.F.R. Parts 730-774) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC, 31 C.F.R. § 500, et seq.). Licensee also represents and warrants that neither Licensee nor any of its direct or indirect owners, directors, officers, employees, affiliates, agents, representatives, suppliers, or subcontractors are subject to U.S. sanctions or other export restrictions, including, but not limited to, being (1) identified on or in the U.S. Department of Commerce’s Denied Persons List, Unverified List, or Entity List; the U.S. Department of State’s AECA Debarred List or Non-Proliferation Sanctions Determinations; or OFAC’s Specially Designated Nationals List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List; (2) directly or indirectly 50 percent or more owned, in the aggregate, by individuals/entities sanctioned by OFAC; or (3) located, ordinarily resident, or directly or indirectly owned by a person in a country/region subject to U.S. embargo or sanctions. Licensee must immediately notify Licensor, in writing, of any change that may impact the representation and warranty above.