DAASH PLATFORM TERMS AND CONDITIONS

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These Daash Platform Terms and Conditions (this “Agreement”) are hereby incorporated into and are a material part of each Subscription Order (the “Order”) entered into by and between Daash Intelligence, Inc., a Delaware corporation with an address at 382 NE 191st Street, PMB 22877, Miami, Florida 33179 (“Daash”), and the party identified as “Customer” on such Order (“Customer”). In the event of any conflicts or inconsistencies between the terms of this Agreement and the Order, the terms of this Agreement shall prevail.

THIS AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN CUSTOMER AND DAASH. PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE PLATFORM OR ANY SERVICES, CUSTOMER ACCEPTS ALL TERMS AND CONDITIONS CONTAINED HEREIN. IF CUSTOMER DOES NOT AGREE WITH ANY SUCH TERMS AND CONDITIONS, CUSTOMER MUST NOT USE THE PLATFORM OR ANY OF THE SERVICES.

1. Definitions.

“Authorized Users” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, and (b) for whom access to the Services has been purchased hereunder.

“Brand” means the brand owned or controlled by Customer and specifically identified as the “Brand” in the Order.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services, including any Personal Information therein. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

“Daash Materials” means the Platform, the Services, and the Daash Systems, and any and all other information, content, and technologies that are provided or used by Daash in connection with the Platform or the Services or otherwise comprise or relate to the Platform or the Services.

“Daash Systems” means the information technology infrastructure used by or on behalf of Daash in providing the Platform or performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Daash or through the use of third-party services.

“Effective Date” means the “Effective Date” set forth in the Order.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Personal Information” means information that Customer provides (or for which Customer provides access) to Daash, or information which Daash creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual. For the sake of clarity, Customer will not provide any Personal Information to Daash relating to any individual unless such individual has, in accordance with applicable law, expressly opted in to having Daash collect, store and use such individual’s Personal Information.

“Platform” means Daash’s online analytics platform by which it makes available certain software-as-a-service offerings.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Resultant Data” means data and information related to Customer’s use of the Services or Processed from the Customer Data that is used by Daash in an aggregated and anonymized manner, including to compile market, statistical, and performance information for the Services.

“Services” means the software-as-a-service offerings and data made available via the Platform in accordance with the terms of the Order.

2. Services.

2.1 Access and Use. Subject to and conditioned on Customer’s and each Authorized User’s compliance with the terms and conditions of this Agreement, Daash hereby grants Customer a non-exclusive, non-transferable right to access the Platform and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein and any other applicable written instructions, requirements, or documentation provided by Daash to Customer. Such use is limited to Customer’s internal use solely with respect to the Brand. If Customer owns or controls other brands in addition to the Brand (“Non-Licensed Brands”), Customer and its Authorized shall not use the Platform or the Services for the benefit of, or share any data or insights provided by the Platform and the Services to, any such Non-Licensed Brands. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Platform, the Services, and any other Daash Materials. All right, title, and interest in and to the Platform, the Services, and the other Daash Materials are and will remain with Daash.
2.2 Changes; Suspension. Daash reserves the right, in its sole discretion, to make any changes to the Platform, the Services, and any other Daash Materials that it deems necessary or useful in its sole discretion. Daash may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Platform, the Services or any other Daash Materials, without incurring any resulting obligation or liability, if: (a) Daash receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Daash to do so; or (b) Daash believes, in its reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 2.2 does not limit any of Daash’s other rights or remedies, whether at law, in equity, or under this Agreement.
2.3 Product and Analyst Support. During the Term, Daash will provide Customer with (a) commercially reasonable Platform support which will include onboarding and orientation training for Authorized Users and access to an account manager for general support questions, and (b) analyst support, which may include data interpretation, product development recommendations and marketing recommendations for an amount of time per month as specified in the Subscription Order.

3. Use Restrictions.

Customer shall not, and shall not permit any person to, access or use the Services, or Daash Materials except as expressly permitted by this Agreement. Customer shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Platform, the Services or any other Daash Materials; (b) rent, lease, or otherwise make available the Platform, the Services or any other Daash Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software-as-a-service, cloud, or other technology or service; or (c) download, export, screen capture or otherwise share data from the Services outside of the Brand, or (d) otherwise access or use the Platform, the Services or any other Daash Materials beyond the scope of the authorization granted under this Agreement. If Customer becomes aware of any actual or threatened activity prohibited by this Section 3, Customer shall, and shall cause each of its Authorized Users to, immediately: (x) take all reasonable and lawful measures within their respective control that are necessary to stop such activity or threatened activity and to mitigate its effects; and (y) immediately notify Daash of any such actual or threatened activity.

4. Customer Obligations. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems from which or to which the Platform receives or transmits data; (b) provide all cooperation and assistance as Daash may reasonably request to enable Daash to exercise its rights and perform its obligations under and in connection with this Agreement, and (c) fully comply with all applicable laws regarding its use of the Platform, the Services and the other Daash Materials.

5. Service Levels.

5.1 Subject to the terms and conditions of this Agreement, Daash will use commercially reasonable efforts to make the Platform available at least 95.0% of the time as measured over the course of each calendar quarter during the Term (each such calendar quarter, a “Service Period”), excluding unavailability as a result of any of the following: (a) any act or omission by Customer or any Authorized User, or using Customer’s or an Authorized User’s access credentials, that does not strictly comply with this Agreement; (b) any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement; (c) any Force Majeure Event; (d) any failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Daash pursuant to this Agreement; (e) reasonable scheduled downtime; or (f) disabling, suspension, or termination of the Services pursuant to Section 2.2. Daash will, to the extent reasonably practicable, notify Customer at least three business days prior to any scheduled downtime covered by clause (e) of the immediately preceding sentence.
5.2 If Daash fails to meet the service level commitment as set forth in Section 5.1, then, upon written request from Customer, Daash shall provide to Customer a credit as determined in accordance with this Section 5.2 (a “Service Level Credit”) in recognition of the diminished value of the Services resulting from such failure and not as a penalty, provided that, if accepted, the Service Level Credit shall be the Customer’s sole or exclusive remedy for such failure. Service Level Credits shall be calculated as follows: (i) if the Platform is available for more than 90.0% of the time but less than 95.0% of the time in any Service Period, Customer shall receive a credit equal to 10% of the pro-rated fees for such service Period; (ii) if the Platform is available for more than 85.0% of the time but less than 90.0% of the time in any Service Period, Customer shall receive a credit equal to 15% of the pro-rated fees for such service Period; and (iii) if the Platform is available for less than 85.0% of the time in any Service Period, Customer shall receive a credit equal to 20% of the pro-rated fees for such service Period. Customer shall only be eligible to request Service Level Credits if Customer notifies Daash in writing within thirty (30) days from the end of the applicable Service Period for which Service Level Credits are due. All claims will be verified against Daash’s system records. In the event that after such notification Daash determines that Service Level Credits are not due, or that different Service Level Credits are due, Daash shall notify Customer in writing of that finding.

6. Customer Control and Responsibility.

Customer has and will retain sole responsibility for: (a) all Customer Data; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Platform and the Services; (c) all Customer Systems; (d) the security and use of Customer’s and each Authorized User’s access credentials; and (e) all access to and use of the Platform, the Services and any other Daash Materials directly or indirectly by or through the Customer Systems or its or any Authorized User’s access credentials.

7. Fees and Payment.

7.1 Fees. Customer shall pay Daash the fees set forth in the Order in accordance with this Section 7 (“Fees”). Daash will invoice Customer for Fees in one or more installments as specified in the Order. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Daash reserves the right to increase the stated fees for Services at the commencement of each subsequent order Term. Daash shall use commercially reasonable efforts to provide Customer with prior notice of any such changes at least thirty (30) days prior to such changes taking effect, but such changes shall not require Customer consent.
7.2 Payment. Customer shall pay all Fees within thirty (30) days following Daash’s delivery of the applicable invoice therefor. Customer shall make all payments hereunder in US dollars. Customer shall make payments to the address or account as Daash may specify in writing from time to time. If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Daash may charge interest on the past due amount at the rate of 1.5% per month calculated daily. Customer shall reimburse Daash for all costs incurred by Daash in collecting any past due payments or interest, including attorneys’ fees, court costs, and collection agency fees. Daash shall have the right to suspend the Services and access to the Platform until Customer has paid all amounts due hereunder (including any applicable late fees).
7.3 Suspension or Termination for Non-Payment. If Daash suspends or terminates the Services and/or access to the Platform pursuant to this Section 7 (or as a result of Customer’s breach of any terms of this Agreement), then Daash will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur in connection with any such suspension or termination.

8. Confidentiality.

8.1 Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) to the extent marked, designated, or otherwise identified as “confidential” or which is of a nature that a reasonable person would consider to be confidential. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party by the Disclosing Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s noncompliance with this Agreement; (c) 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 (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.
8.2 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during, the Term and for two (2) years thereafter: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and (b) except as may be permitted by and subject to its compliance with this Section 8.2, not disclose or permit access to Confidential Information other than to its representatives who need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement. If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (x) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section 8.2; and (y) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

9. Intellectual Property Rights.

9.1 Daash Materials. All right, title, and interest in and to the Daash Materials and Resultant Data, including all Intellectual Property Rights therein, are and will remain with Daash. Customer has no right, license, or authorization with respect to any of the Daash Materials except as expressly set forth in Section 2.1. All other rights in and to the Daash Materials are expressly reserved by Daash. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Daash an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
9.2 Customer Data. As between Customer and Daash, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are required by Daash (a) to enforce this Agreement, (b) to Process Customer Data to create Resultant Data, and (c) to exercise Daash’s rights and perform Daash’s obligations hereunder. Notwithstanding the foregoing, nothing herein shall require Customer to disclose or otherwise provide, nor shall it disclose or otherwise provide to Daash, any information or data protected by any non-disclosure or non-use obligations owed by Customer to any of its commercial partners or vendors or other third parties.
9.3 Contributions. Daash welcome all feedback about the Platform and the Services which you may provide from time to time. Please know that by submitting suggestions or other feedback about the Platform or the Services (“Contributions”) Customer agrees that: (a) Daash is not under any obligation of confidentiality with respect to such Contributions; (b) Daash may use or disclose (or choose not to use or disclose) such Contributions for any purpose and in any way; (c) Customer irrevocably and non-exclusively licenses to Daash the right to exploit any and all Contributions; and (d) Customer is not entitled to any compensation or reimbursement of any kind from Daash under any circumstances for any Contributions.

10. Representations and Warranties.

10.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and mutually delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
10.2 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Daash that Customer owns or otherwise has and will have all necessary rights and consents in and relating to the Customer Data so that, as received by Daash and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.
10.3 DISCLAIMER OF WARRANTIES. THE PLATFORM, THE SERVICES AND ALL OTHER DAASH MATERIALS ARE PROVIDED “AS IS.” DAASH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, DAASH MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, THE SERVICES OR ANY OTHER DAASH MATERIALS WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

11. Indemnification, Exclusions and Limitations.

11.1 Daash Indemnification. Daash shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee resulting from any claim or other action by a third party (other than an affiliate of a Customer Indemnitee) that Customer’s use of the Platform or the Services (excluding Customer Data) in accordance with this Agreement infringes or misappropriates such third party’s U.S. patents, copyrights, or trade secrets.
11.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Daash and its affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Daash Indemnitee”) from and against any and all Losses incurred by a Daash Indemnitee resulting from any claim or other action by a third party (other than an affiliate of a Daash Indemnitee) to the extent that such Losses arise out of or result from any Customer Data, including any Processing of Customer Data by or on behalf of Daash in accordance with this Agreement.
11.3 Sole Remedy for Infringement. THIS SECTION 11 SETS FORTH CUSTOMER’S SOLE REMEDIES AND DAASH’S SOLE LIABILITY AND OBLIGATION, FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND DAASH MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
11.4 EXCLUSION OF DAMAGES. IN NO EVENT WILL DAASH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
11.5 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF DAASH ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO DAASH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination.

12.1 Term. The initial term of this Agreement commences as of the Effective Date as set forth on the Order and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first anniversary of the Effective Date (the “Initial Term”). After the expiration of the Initial term, this Agreement will automatically renew for additional successive terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then current term (each, a “Renewal Term” and, together with the Initial Term, the “Term”).
12.2 Termination. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. In addition, either party may terminate this Agreement at any time upon the other party’s filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by such other party.
12.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement, all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate. Notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; and (ii) Daash may retain Customer Data (in the case of each of subclause (i) and (ii) in its then current state and solely to the extent and for so long as required by applicable law); and (iii) Daash may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course.
12.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3, Section 8, Section 9, Section 10.3, Section 11, this Section 12.4, and Section 13.

13. Miscellaneous.

13.1 Marketing. Daash may include Customer’s name and logo in its lists of current or former customers of Daash in promotional and marketing materials.
13.2 Amendments to this Agreement. Daash reserves the right to update or change all or any part of this Agreement at any time by posting such updates and/or changes to Daash’s website. It is Customer’s responsibility to check Daash’s website periodically for updated and changes to this Agreement, provided that Daash will make reasonable efforts to notify Customer of any material updates or changes. Customer’s continued use of, or access to, the Platform or any Services following notification of any updates and/or changes constitutes Customer’s acceptance of those updates and/or changes.
13.3 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as set forth on the Order (or to such other address or such other person that such party may designate from time to time in accordance with this Section 13.2). Notices sent in accordance with this Section 13.2 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the fifth (5th) business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
13.4 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement without Daash’s prior written consent. Any purported assignment, delegation, or transfer in violation of this Section 13.3 is void ab initio. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
13.5 Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments) when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”). Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.
13.6 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida
13.7 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
13.8 General. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of fiduciary relationship between the parties. This Agreement, together with the Order, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by any party of any provision hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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