Terms of Service and Subscription Agreement

These Terms of Service (this “Agreement”) are entered into by and between Signaturely, LLC, a California limited liability company (“Signaturely” or “we”) and you (“you” or “your”). You and Signaturely may also be referred to individually as a “Party” and, collectively, as the “Parties.”

IT IS ESSENTIAL THAT YOU READ THESE TERMS AND CONDITIONS AS THEY DESCRIBE AND, IN SOME CASES, LIMIT YOUR RIGHTS.

YOUR USE OF THIS SITE INDICATES
YOUR ACCEPTANCE OF THIS AGREEMENT.

WHEREAS, Signaturely has developed, owns and operates the platform known as “Signaturely.com” and such other related online websites and applications as Signaturely may create and partner with (collectively, the “Site”);

WHEREAS, the Site provides users (each, a ”User” and, collectively, the “Users”) an opportunity to sign and obtain signatures from others digitally (the “Services”);

WHEREAS, the Services are provided on a subscription basis; and

WHEREAS, the Services provided to you shall be included in any reference to your “use” of the Site.

THEREFORE, the Parties agree as follows:

1. AGREEMENT TO BE BOUND

You agree to be bound by this Agreement by use of the Site. If you do not agree with or do not wish to be bound by any provision hereof, cease using this Site immediately.

2. DEFINITIONS

In addition to the definitions provided throughout the Agreement, the following terms have the following meanings when used herein:

“Affiliate” means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under the common ownership or control with a Party, where ownership or control is denoted by having more than fifty percent (50%) of the voting power (or equivalent ownership interest) of the applicable entity.

“Document” means a single file that can be Posted by a Posting User. The Document may contain multiple agreements, contracts, certificates, etc., so long as they are uploaded to the Site or made available, communicated or transmitted via an application program interface provided by Signaturely (a “Signaturely API”) as one (1) file.

“Documentation” means any manuals, documentation, and other supporting materials related to the Site that Signaturely provides to you or that you can access under this Agreement. Documentation is considered part of the Site.

“Post” means to upload a Document to the Site or to make available, communicate or transmit a Document via a Signaturely API for signature.

“Posting User” means a User who Posts a Document.

“Recipient User” means such person(s) as the Posting User requests to sign a Document when Posting a Document.

3. THE SERVICES

3.1 Registration

Signaturely provides a platform on which a Posting User can Post a Document to make such Document available for review and signature by the Posting User, if desired, as well as by Recipient Users.

Each User who desires to Post and make Documents available for signature shall register with the Site, providing information pertaining to User’s location, age and such other information as Signaturely may deem appropriate.

A User need not be registered to receive, review and sign Documents; but every User, whether or not registered, will be subject to these terms and conditions.

At the time of registration, you may elect a complimentary account which will entitle you to the Services as described on the Site for “Free Accounts” (collectively, the “Basic Services”), for which no credit card is required and no charges will be imposed.

Upon successful registration, you shall have an account and access to the Site that will enable you to Post Documents for signature. You may Post as many Documents as provided in the Subscription Plan chosen during the then-current Term. You may upgrade to a different Subscription Plan at any time. You may also downgrade to a Subscription Plan that provides less Services, effective upon the renewal date of your then-current Subscription, but there will be no credits or offsets for the portion of the then-current Subscription Term after you downgrade.

If a Recipient User does not have or create a Registered Account, free or otherwise, he/she will be able to download or print Documents he/she has signed but will not be able to review at a later time Documents signed by him or her.

3.2 Subscriptions

Each Subscription shall commence on the day purchased and shall continue, unless terminated, on a monthly or annual basis (the “Subscription Term”). Notwithstanding termination of a Subscription, you shall continue to be bound by this Agreement as to all terms that apply to Users, in general.

You may also elect, either at the time of initial registration or at any later date, to pay for a subscription (each, a “Paid Subscription”) that will afford you Services in addition to the Basic Services (see “Subscription Plans” for more information). Each purchaser of a Subscription is a “Paid Subscriber.”

Registration as a Paid Subscriber shall include providing a valid credit card which we will charge the “Subscription Fee” on a recurring basis in accordance with the Subscription Plan chosen by you.

3.3 Termination

Upon expiration of your Subscription, the Subscription Term shall automatically renew on the same terms and conditions as contained herein (the initial Subscription Term and all renewal Subscription Terms shall be referred to herein, collectively, as the “Subscription Term”) unless you terminate your Subscription by providing written notice of non-renewal to Signaturely prior to expiration of the then-current Subscription Term. Upon renewal, the method of payment provided by you shall be charged the Subscription Fee for the same Subscription Plan as your expiring Subscription Plan.

Signaturely reserves the right to change its prices by giving you written notice of such change prior to expiration of the then-current Subscription Term and such change shall become effective for the renewal Subscription Term in the absence of cancellation by you.

A Subscription may be terminated by either you or Signaturely at any time, for any or no reason, effective on the next renewal date. However, Signaturely may also terminate your Subscription immediately due to a breach by you of this Agreement.

Upon expiration or the effective date of termination of your Subscription and in the absence of termination of your account by Signaturely,

(a) the Subscription Term shall end;

(b) your account will automatically convert to a free account to which you will have access to the Basic Services and any Documents that were Posted prior to expiration or termination that are awaiting signatures at the time that termination becomes effective, such Documents shall still be processed and available on the Site until all parties to such Document have either signed or affirmatively declined to sign, or the Posting User has removed the Document;

(d) you shall continue to have access to all reports, histories and data of your account; and

(e) in the case of a termination by you for any reason or a termination by Signaturely for any reason other than a breach of this Agreement by you, termination shall be effective at the end of the then-current Subscription Term and there shall be no refunds or discounts of the Subscription Fee paid.

In the case of a termination of your account (not only your Subscription) by Signaturely due to a breach by you of this Agreement, the effective date of such termination may, in the sole discretion of Signaturely, be at any time between the date of notice of termination and the end of the then-current Subscription Term, there shall be no refunds or discounts of the Subscription Fee paid, Signaturely reserves the right to claim additional damages as Signaturely determines to be appropriate and warranted and Signaturely reserves the right, in its sole discretion, to cancel any Documents in process at the time of termination.

3.4 License to Branding Elements

Customer hereby grants Signaturely a non-exclusive, royalty-free, irrevocable, and worldwide license to use Customer’s trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, domain names, and other branding elements on or in connection with Signaturely’s promotional, advertising, and marketing materials in all formats and media, including, without limitation, on lists of Signaturely’s current or former customers and on advertisements for Signaturely and/or the Product, Subscription Services, and/or the Website. Signaturely will cease any problematic use within a reasonable period of being notified by you.

4. YOUR USE OF THE SITE

4.1 Your Responsibilities

You will (a) be responsible for your compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Site and notify Signaturely promptly of any such unauthorized access or use, and (c) use the Site only in accordance with the Documentation and all applicable laws and regulations, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions (as provided in more detail below). Signaturely utilizes state-of-the-art encrypted security measures (including but not limited to username and password protections). You are solely and exclusively responsible for the security of the usernames and passwords issued to you. Signaturely shall be entitled to rely on the authority of any person using the username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct.

It is your sole responsibility to determine, verify and confirm the identity and authority of the Recipient Users to whom you send a Document for signature.

If the material contained in the Document is or contains confidential or sensitive information, it is your responsibility to address the obligations of confidentiality with the Recipient Users. While we treat your Documents as confidential information, use of the Site and these terms and conditions do not obligate Users to treat your Documents as confidential.

YOUR DIGITAL SIGNATURE IS LEGALLY BINDING. THE DOCUMENTS YOU SIGN ON SIGNATURELY.COM ARE LEGALLY BINDING DOCUMENTS. YOU WILL BE RESPONSIBLE FOR THE OBLIGATIONS OR COMMITMENTS MADE IN ANY DOCUMENTS YOU SIGN ON SIGNATURELY.COM.

DO NOT SIGN ANY DOCUMENTS WITHOUT CAREFULLY READING AND UNDERSTANDING YOUR RIGHTS AND OBLIGATIONS. YOU ARE URGED TO CONSULT APPROPRIATE LEGAL COUNSEL.

IN THE EVENT OF A DISPUTE AS TO THE VALIDITY OF YOUR SIGNATURE IN WHICH WE ARE CALLED UPON TO PROVIDE EVIDENCE OF THE LEGITIMACY OF YOUR SIGNATURE, WE WILL PROVIDE TO THE ARBITRATOR OR COURT SUCH RECORDS, HISTORY AND TRACKING INFORMATION THAT HAVE BEEN ESTABLISHED UNDER THE CURRENT STATE OF THE LAW TO BE SUFFICIENT TO ESTABLISH THE VALIDITY AND AUTHENTICITY OF YOUR SIGNATURE. YOU SHOULD NOT SIGN ANYTHING, DIGITALLY OR OTHERWISE, WHICH YOU DO NOT INTEND TO HONOR OR DO NOT EXPECT TO BE ENFORCED AGAINST YOU.

4.2 Restrictions

You will not (a) make the Site available to, or use the Site for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, rent, or lease the Site, or include the Site in a service bureau or outsourcing offering, (c) use the Site to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Site to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Site or any third-party data contained therein, (f) attempt to gain unauthorized access to the Site or any related systems or networks, (g) permit direct or indirect access to or use of the Site in a way that circumvents a contractual usage limit, (h) copy the Site or any part, feature, function, or user interface thereof, (i) frame or mirror any part of the Site, other than as permitted in the Documentation, (j) access the Site in order to build a competitive product or service, or (k) reverse engineer, disassemble or decompile the Site.

4.3 Your Data

4.3.1 You will have sole and exclusive ownership of, responsibility for and access to all content and information Posted or input by you (“Your Data”). For purposes of this Agreement, Your Data includes the Documents you post as well as the identity and information of parties who sign your Documents.

4.3.2 Signaturely will not read, access, or tamper in any way with the Your Data without your prior consent or unless ordered by a court of competent jurisdiction to produce Your Data. Signaturely shall implement and maintain appropriate measures in accordance with generally accepted industry standards to (i) protect against any anticipated threats or hazards to the security or integrity of Your Data; and (ii) protect against unauthorized access to Your Data.

5. USER’S REPRESENTATIONS AND WARRANTIES

User represents and warrants the following:

(a) I am eighteen (18) years of age or older.

(b) I am authorized to post and/or sign any Documents on the Site which I am provided.

(c) There is no agreement, prohibition or restriction to which I am subject that would render my use of the Site in any way a violation of such agreement, prohibition or restriction.

6. CONFIDENTIALITY

For the purposes of this Agreement, “Confidential Information” means any business or technical information that either Party discloses to the other Party, in writing, orally, or by any other means, that should reasonably have been understood by the receiving Party due to “confidential” and similar markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the other Party, including, without limitation, computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. Neither Party will use the other Party’s Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party’s Confidential Information using at least the same degree of care as such Party uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to such Party’s employees, independent contractors, consultants and legal and financial advisors (collectively, “Representatives”) (a) with a need to know such information, (b) who are parties to appropriate agreements sufficient to comply with this Section and (c) who are informed of the nondisclosure obligations imposed by this Section. Each Party will be responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable them to contest such order or requirement. The restrictions set forth in this Section shall remain in effect during the Subscription Term, and for five (5) years thereafter. The restrictions set forth in this Section will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party who has a right to disclose it; (iii) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; or (iv) the receiving Party independently develops without access to or use of the other Party’s Confidential Information.

Your Confidential Information expressly includes Your Data. We follow generally accepted best practices to safeguard Your Data. We conduct background checks on and have confidentiality agreements with all personnel who have or may have access to Your Data, including but not limited to those in technical support.

7. TITLE

In addition to Signaturely’s Confidential Information, Signaturely owns all rights, title, and interest in and to the Signaturely software and Site, as well as any trademarks, copyrights trade secrets and inventions, whether or not any of the foregoing are registered, and any ideas, suggestions, proposals, research or test results obtained through, from or as a result of your use of the Site and/or feedback provided by you regarding the Site (collectively, “Signaturely Assets”). Your rights to the Site are limited to the rights expressly granted to you in this Agreement. Signaturely reserves all rights not expressly granted in this Agreement. You agree that you shall not attempt to claim, register or protect any interest in or to the Signaturely Assets.

8. INDEMNIFICATION

8.1 Signaturely’s Indemnification Obligation

Signaturely will defend or settle, at its option and expense, any third-party claim brought against you to the extent that it is based on an allegation that your use of the Site as permitted under this Agreement infringes a patent, copyright, or trademark or misappropriates a trade secret of any third-party (each, a “Claim”), and, subject to Section 11, Signaturely will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify Signaturely in writing of any such Claim as soon as reasonably practicable and allows Signaturely to control, and reasonably cooperates with Signaturely in the defense of, any such Claim and related settlement negotiations.

8.2 Exclusions

You understand that Signaturely has no obligation to indemnify you for any Claim that is based on (i) modification of the Site by any party other than Signaturely; (ii) your use of the Site other than as authorized by this Agreement and the Documentation or in violation of your representations and warranties; (iii) use of the Site by any person other than you who accesses the Site using your username and password; or (iv) your failure to stop using the Site after receiving written notice to do so from Signaturely in order to avoid further infringement or misappropriation (subparts (i)-(iv) are referred to collectively as “Indemnity Exclusions”).

8.3 Right to Ameliorate Damages

If your use of the Site is, or in Signaturely’s reasonable opinion is likely to be, subject to a Claim under Section 8.1, Signaturely may, at its sole option and at no charge to you (and in addition to Signaturely’s indemnity obligation to you in Section 8.1) (i) procure for you the right to continue using the Site; (ii) replace or modify the Site so that it is non-infringing and substantially equivalent in function to the original Site; or (iii) if options (i) and (ii) above are not commercially practicable in Signaturely’s sole determination, Signaturely can terminate this Agreement and all licenses granted hereunder (in which event, you will immediately stop using the Site) and refund the Subscription Fees that you paid which are allocable to the remainder of the then-current Subscription Term.

8.4 Your Indemnification Obligation

Except to the extent that Signaturely is obliged to indemnify you in Section 8.1 above, you will defend, indemnify, and hold Signaturely harmless from and against any claims that may arise out of or be related to or connected with your use of the Site or use of the Site by any person other than you who accesses the Site using your username and password (including, without limitation, any Indemnity Exclusion). For purposes of this section, any reference to Signaturely shall include Signaturely’s Affiliates, shareholders, directors, officers, employees, agents and contractors.

8.5 Sole Remedy

This Section 8 sets forth Signaturely’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to claims of infringement or misappropriation of third-party intellectual property rights.

9. DISCLAIMER

SIGNATURELY PROVIDES THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, SIGNATURELY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

SIGNATURELY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY PROMISE, OBLIGATION, COMMITMENT OR RESPONSIBILITY CONTAINED IN A DOCUMENT.

10. WAIVER

You expressly and unconditionally waive any and all claims against Signaturely, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

(a) any unauthorized person uses your username and/or password to access the Site with any result, including but not limited to posting or signing Documents or making changes in authorizations;

(b) the Site is partially or totally inoperative or inaccessible;

(d) viruses or other malicious software are transferred to your computer or other device by using the Site;

(e) there are bugs, errors or inaccuracies in the Site, Documents or the results produced by the Site;

(f) third-party content, actions or inactions on or with respect to the Site;

(g) a suspension or other action taken with respect to your account by Signaturely;

(h) deletion, corruption or destruction of any of Your Data.

No waiver by Signaturely of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by Signaturely in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

For purposes of this section, any reference to Signaturely shall include Signaturely’s Affiliates, shareholders, directors, officers, employees, agents and contractors.

11. LIMITATION OF LIABILITY

To the extent permitted by law, in no event shall Signaturely have any liability to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profit, revenue, or data) arising out of or in connection with the Site or this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, indemnification or other tort theory of liability) even if advised of the possibility of such damages. To the extent permitted by applicable law, Signaturely’s total cumulative liability to you or any third-party arising out of or in connection with the Site or this Agreement, from all causes of action and all theories of liability, will be limited to and will not exceed One Hundred Dollars ($100.00). The Parties agree that this Section 11 represents a reasonable allocation of risk.

12. GOVERNING LAW AND VENUE

This Agreement will be governed by and interpreted in accordance with the laws of the State of California, USA, without giving effect to any principles of conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Los Angeles County, California, USA, and the Parties irrevocably consent to personal jurisdiction and venue therein. If either Party incurs costs or expenses including but not limited to reasonable attorneys’ fees in connection with an action relating to the terms of and performance under this Agreement, the prevailing Party in such an action such be entitled to recover its costs and reasonable attorneys’ fees incurred.

You agree that you may bring a claim against Signaturely only in your capacity as an individual User, not as the member of or participant in any group or class.

THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL AT ITS ADDRESS LISTED HEREIN.

13. MISCELLANEOUS

13.1 Independent Contractors

Signaturely is and will be deemed to be an independent contractor with respect to you in regard to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship between Signaturely and you.

13.2 Assignment

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. Signaturely may assign this Agreement, in part or whole, inclusive of Your Data and personal account information, without your consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

13.3 Amendment

Signaturely may amend this Agreement at any time, in its sole and absolute discretion; provided any changes in this Agreement shall be applicable only after the effective date of such change (which shall be not less than thirty (30) days after the change is posted on the Site) or, in the case of a change of fees or costs associated with a Subscription, then upon the renewal date of such Subscription. Your continued use of the Site after the effective date of any such modification shall be conclusive evidence of your consent to be bound by such modification.

13.4 Force Majeure

Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including but not limited to quarantines and business closures) and power failures.

13.5 Notices

Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage pre-paid, or delivered via telecopier or facsimile transmission addressed as follows, or to such other address as such Party may notify to the other Party in writing:

To Signaturely:

440 N. Barranca Ave, Suite 1760 Covina, California 91723

Email: [email protected]

To you: As provided by you at the time of registration and as may be amended by you from time to time.

Notices, demands or requests which either Party is required or desires to give the other hereunder shall be deemed to have been properly given for all purposes if (A) hand-delivered to the Party’s notice address, (B) mailed by express, registered or certified mail of the United States Postal Service, return receipt requested, postage prepaid, (C) delivered to a nationally recognized overnight courier service for next business day delivery, to its addressee at such Party’s notice address, or (D) delivered via telecopier or facsimile transmission to the Party’s facsimile number; provided, however, that if such communication is given via telecopier or facsimile transmission, an original counterpart of such communication shall concurrently be sent in either the manner specified in clause (B) or (C) above. Each such notice, demand or request shall be deemed to have been received upon the earlier of (i) actual receipt or refusal by the addressee if hand-delivered in accordance with clause (A) above, or (ii) three (3) business days after deposit thereof at any main or branch United States post office, if sent in accordance with clause (B) above, or the next business day after deposit thereof with the courier, if sent pursuant to clause (C) above, or (iii) the date and time of transmission if sent during business hours in accordance with clause D above. The parties shall notify the other of any change in address, which notification must be at least two (2) business days in advance of it being effective. Notices may be given on behalf of any Party by such Party’s legal counsel. For a notice to be valid, an email copy shall accompany each of the foregoing modes of noticing a Party. An email notice, by itself, shall suffice as notice at such time as the sender receives a receipt acknowledgment or the recipient replies, directly or indirectly, to such notice.

13.6 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

13.7 Section Headings

Section headings are included for ease of reference only and have no binding effect.

13.8 Interpretation

You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any Party as the drafter. This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.

13.9 Headings

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

13.10 Counterparts

This Agreement may be executed electronically and simultaneously in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

13.11 Blocked Persons

Each Party represents and warrants to the other that it is not a “Blocked Person” (a person or entity listed on Appendix A to Title 31, Chapter V of the Code of Federal Regulations (the “Suspected Terrorist List”). Each Party acknowledges that the reason for such certificate is that Executive Order 13224 and the regulations promulgated pursuant thereto provide that any transfer of property or interest in property with a person or entity listed on the Suspected Terrorist List (such person or entity being hereinafter referred to as a “Blocked Person”) is null and void and the Party entering such transaction with a Blocked Person could be subject to monetary penalties or imprisonment in accordance with 31 CFR 594.701.

13.12 Entire Agreement

This Agreement, including properly incorporated Order Form(s), constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement.

13.13 Survival

Those provisions of this Agreement that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, Sections 1, 2, 3.3, 4.3 and 5-13.