Master Subscription and Services Agreement

This Master Subscription and Services Agreement (Agreement) is made on the date specified in the Order Form (the Effective Date) by and between HSI Holding Company, Inc. Trading as Donesafe, collectively (“HSI”) ACN 165 144 767 of 6/10 Spring Street, Sydney, NSW, 2000 (Donesafe), and the entity identified in the Order Form (Customer), individually a Party and collectively the Parties. The Parties agree as follows.

1.  DEFINITIONS

Capitalized terms shall have the meanings provided in this Clause or as specified in the body of the Agreement.

Agreement means this Master Subscription and Services Agreement, and unless the context requires otherwise, includes all Order Forms, and any addendums, exhibits or attachments to any of the foregoing.

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Affiliates of Donesafe include any of its corporate Affiliates which may be specified or otherwise assigned rights or obligations under this Agreement or any Order Form, addendum, exhibit, attachment or any amendment.

Affiliated Companies means any current or future entity under common ownership of HSI Holding Company Inc, currently including HSI EMEA Holding, Ltd., HSI UK Pty. Ltd., HSI SkillKo Ltd., HSI APAC Pty. Ltd., HSI Canada Workplace Solutions Ltd., HSI USA Holding, Inc., HSI Workplace Compliance Solutions, Inc. and HSI Emergency Care Solutions, Inc. 

API means application programming interface.

Customer Data means all electronic data or information submitted by a Customer to the SaaS Platform.

Disabling Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

Documentation means any proprietary information or documentation made available to a Customer by Donesafe for use with the SaaS Platform, including any documentation available online through the SaaS Platform dashboard or otherwise.

Order Form means each Donesafe ordering document or online form signed or the clicking a box indicating acceptance by duly authorized representatives of both Parties which references this Agreement, identifies the Services ordered by a Customer from Donesafe, sets forth the prices for the Services, and contains other applicable information terms and conditions.

Professional Services means configuration, training and such other services as may be described in an Order Form.

SaaS Platform means, collectively, the online, web- based applications and platform provided by Donesafe and ordered by a Customer pursuant to this Agreement and as specified in one or more Order Form(s).

Services means, collectively, the provision of the SaaS Platform and the Professional Services specified in one or more Order Form(s).

Term means the time period for the provision of the Services, as specified in an Order Form. This Agreement will terminate as specified below.

User means an individual who is authorized by a Customer to use the SaaS Platform in accordance with the Agreement. The rights of any User to use the SaaS Platform cannot be shared or used by more than one individual (unless such right is reassigned in its entirety to another authorized User).

2. SERVICES

2.1. Provision of Services. Donesafe will provide to the Customer the Services pursuant to this Agreement and the relevant Order Form during the applicable Term. Services will be provided pursuant to this Agreement and the specifications set forth in the applicable Order Form.

2.2 Usage Limits: Usage of the system may be limited by Apps, Worker, User or Contractor or as specified in the relevant Order form.

(a) “Workers Included” refers to the total number of paid user accounts on Per Worker subscriptions. All Users added to the Donesafe application with the exception of User Types Contact, Medical Practitioner and Visitor will count towards the total Workers Included for the subscription.

(b) “Users Included” refers to the total number of paid user accounts on Per User subscriptions. All Users that login and use the platform will count towards the total Users Included for the subscription.

(c) “Contractors Included” refers to the total number of paid contractor user accounts on Per Contractor subscriptions. All Users added to the Donesafe application of User Type Contractor will count towards to the Total Contractors Included for the subscription.

(d) Apps Included refers to the number of type of paid Donesafe Applications included in your Subscription.

2.3 Over Usage: You will be notified if you go over your limit. Please be aware that you may incur in additional fees for continued usage over the established limit.

2.2. Third Party Applications. Donesafe may offer the Customer the ability to use third-party applications in combination with the SaaS Platform. Any third- party applications will be subject to acceptance by the Customer. In connection with any such third-party application agreed to by the Customer, the Customer acknowledges and agrees that Donesafe may allow the third-party providers access to Customer Data as required for the interoperation of such third-party application with the SaaS Platform. The use of a third- party application with the SaaS Platform may also require the Customer to agree to a separate agreement or terms and conditions with the provider of the third- party application, which will govern the Customer’s use of such third-party application.

3. RESPONSIBILITIES AND RESTRICTIONS

3.1. Donesafe Responsibilities. Donesafe will provide the SaaS Platform to the Customer during the Term in accordance with this Agreement.

3.2. Customer Responsibilities. The Customer is responsible for all activity that occurs under its accounts by or on its behalf. Customer agrees to

(a) be solely responsible for all User activity, which must be in accordance with this Agreement and the documentation

(b) be solely responsible for Customer Data (other than with respect to the Donesafe obligations set forth in the Agreement)

(c) obtain and maintain during the Term all necessary consents, agreements and approvals from individuals or any other third parties for all actual or intended uses of information, data or other content the Customer will use in connection with the Services,

(d)  use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify Donesafe promptly of any known unauthorized access or use, and

(e)    use the Services only in accordance with applicable laws and regulations.

3.3. Restrictions. The Customer will not

(a) use, or permit the use of, the Services   except as expressly authorized under this Agreement or the Documentation,

(b)   interfere with or disrupt the integrity or performance of the SaaS Platform or any third-party application or third-party data or content contained therein, or

(c)   disrupt, disable, translate, decompile, or reverse engineer the Services, or

(d)    take any other action with respect to the Services not expressly permitted under this Agreement or the Documentation.

4. FEES AND PAYMENT

4.1.  Fees If a purchase order is required by the Customer, it will provide Donesafe with a valid purchase order within five (5) days from the execution of the applicable Order Form. Any terms and conditions on any purchase order shall not be deemed a part of this Agreement or otherwise binding on Donesafe. Donesafe will invoice the Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, Fees are due net thirty (30) days from the Customer’s receipt of the invoice. The Customer is responsible for providing Donesafe with complete, accurate and up to date billing and contact information. Except as otherwise specified or in an Order Form:

(a) Fees will be quoted and paid in Australian Dollars; and

(b)   payment obligations are non-cancellable and Fees paid are non-refundable.

4.2. Purchase Orders. If a purchase order is required by the Customer, it will provide Donesafe with a valid purchase order within five (5) days from the execution of the applicable Order Form. Any terms and conditions on any purchase order shall not be a part of this Agreement or otherwise binding on Donesafe. If Customer does not advise that a purchase order is required, Customer agrees that Donesafe may issue invoice(s) without a reference to a purchase order and that Donesafe is entitled to payment of such invoice(s) without the requirement of a purchase order. In the event that Customer indicates that a purchase order is required, the Customer must provide the required purchase prior to the provisioning of any Services by Donesafe.

4.3. Overdue Fees. If any Fees are not received from the Customer by the due date, then at Donesafe’s discretion, such Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.4. Suspension of Services. Except with respect to any Fees disputed in good faith by the Customer, if any Fees for the SaaS Platform or Professional Services are thirty (30) or more days overdue, Donesafe may, without limiting Donesafe’s other rights and remedies, suspend Professional Services and Customer’s use of the SaaS Platform until such amounts are paid in full.

4.5. Payment Disputes. If an invoiced amount is disputed in good faith by the Customer, it must notify Donesafe in writing and provide sufficiently detailed support of any invoice dispute within ten (10) business days of Customer’s receipt of invoice. If it fails to do so, the Customer is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this Clause shall be deemed to waive the Customer’s obligation to pay any undisputed amounts in accordance with Clause 4.2 (Invoicing and Payment).

4.6. Taxes. The Fees are exclusive of all Goods and Services taxes, levies, duties or similar governmental assessments of any nature (collectively, Taxes). The Customer is responsible for paying all Taxes associated with its purchases hereunder except for those based on Donesafe’s net income, property, or employee withholdings. Taxes shall not be deducted from the payments to Donesafe, except as required by law, in which case the amount payable shall be increased as necessary, so that after making all required deductions and withholdings, Donesafe receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.

4.7. Audit Rights. Donesafe shall have the right to audit the Customer’s compliance with this Agreement at any time during the Term. The Customer shall cooperate following any reasonable request by Donesafe in connection with such audit. If Donesafe determines that the Customer has allowed access to the Services other than as permitted under this Agreement or any Order Form or has otherwise violated any applicable terms hereof or thereof, and as a result additional Fees are owed to Donesafe, Donesafe shall invoice the Customer for such discrepancies and such Fees shall be payable pursuant to the terms of this Agreement. The results of any audit shall not limit any other rights or remedies of Donesafe.

5. PROPRIETARY RIGHTS

5.1.  Donesafe Ownership. Subject to any rights expressly granted to the Customer in the Agreement, Donesafe and its licensors, as applicable, reserve all right, title and interest in and to the Services, including information presented in any form and intellectual property rights (Donesafe Intellectual Property).

5.2. Customer Ownership and Licenses. As between Donesafe and the Customer, the Customer owns all rights, title and interest in and to

(a) all Customer Data; and

(b) any information supplied by the Customer to Donesafe as may be specified in any Order Form (collectively, Customer Materials). The Customer grants Donesafe a non-exclusive, non-transferable, royalty free, non-sub-licensable (except as needed for the provision of Services or as set forth herein) worldwide right to access and use Customer Materials solely to provide the Services to the Customer at Customer’s request. No other rights or implied licenses in Customer Materials are granted to Donesafe other than as expressly set forth herein

5.3. Feedback and Derivative Works.

The Customer is not required to provide:

(a) any suggestions, enhancement requests, recommendations or other feedback (Feedback); or

(b) any ideas, technology, developments, derivative works or other intellectual property (Derivative Works) related to the Services or any test features, services or products to which it is given access. If it does so, the Customer grants Donesafe a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, or incorporate into any of its services, any Feedback or Derivative Works. The Customer may only create Derivative Works relating to the Services or any test features, services or products to which it is given access, with the prior written consent from Donesafe.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. As used herein, Confidential Information means all confidential information disclosed by a Party (Discloser) to the other Party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information will include, but is not limited to, Customer Data; Donesafe Confidential Information includes, but is not limited to, the SaaS Platform, information or technology used in connection with the Services, this Agreement and all Order Forms; and Confidential Information of each discloser includes Discloser’s non-public business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that

(a)  is or becomes generally known to the public without breach of any obligation owed to Discloser;

(b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser;

(c) is received from a third party without any obligation of confidentiality; or

(d)    was independently developed by Recipient without reference to or use of Discloser’s Confidential Information.

6.2. Protection of Confidential Information. Except as otherwise permitted in writing by Discloser, Recipient will

(a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and use Discloser’s Confidential Information only for purposes of this Agreement; and

(b)      Recipient will limit access to Confidential Information of Discloser to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have agreed to confidentiality obligations with Recipient that are no less stringent than those herein. In addition to the foregoing, Recipient may disclose Confidential Information in any due diligence of Recipient in connection with any corporate transaction, provided that such disclosure is made under a binding obligation of confidentiality with terms similar to those herein.

6.3. Protection of Customer Data. Without limiting the above, Donesafe will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data. Except

(a) in order to provide the Services;

(b) to prevent or address service or technical problems in connection with support matters; or

(c) as expressly permitted in writing by the Customer, Donesafe will not modify Customer Data or disclose Customer Data (unless compelled by law in accordance with Clause 6.4 (Compelled Disclosure).

6.4. Compelled Disclosure. Recipient may disclose Confidential Information of Discloser to the extent required or compelled by law to do so, provided Recipient gives Discloser prior notice of such compelled disclosure (unless notice is prohibited by law) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. If Recipient is compelled by law to disclose Discloser’s Confidential Information as part of a civil proceeding, and Discloser is not contesting the disclosure, Discloser will reimburse Recipient for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. WARRANTIES AND DISCLAIMERS

7.1.     Donesafe Warranties. Donesafe warrants that:

(a) the SaaS Platform will perform substantially in accordance with the Documentation made available to the Customer;

(b) the functionality of the SaaS Platform will not be materially decreased during the Term; and

(c) the Professional Services will be performed in a professional and workmanlike manner. For any breach of the foregoing warranties, Customer’s exclusive remedy will be as provided in Clause 10.3 (Termination for Cause) and Clause 10.5 (Refund or Payment upon Termination). Notwithstanding the foregoing, if any Order Form has a Term of more than twelve (12) months, in the event Donesafe or any of its licensors determine to materially change or cease offering any material element of the Services, Donesafe may effect such change or cessation following reasonable notice thereof to the Customer and the relevant Order Form shall be amended to reflect such change.

7.2. Mutual Warranties. Each Party represents and warrants that

(a) it has the legal power to enter into this Agreement;

(b) it will use commercially reasonable efforts through the use of anti-virus protection not to transmit to the other Party any Disabling Code; and

(c) it will comply with all applicable laws with respect to its rights and obligations pursuant to this Agreement.

7.3. Disclaimers. Except as expressly provided herein Donesafe makes no warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including but not limited to any warranties of merchantability, non-infringement or fitness for a particular purpose, to the maximum extent permitted by applicable law.

8. INDEMNIFICATION

8.1. Indemnification by Donesafe. Donesafe will defend and  indemnify the Customer harmless against any claim, demand, suit, or proceeding (Claim) made or brought against the Customer by a third party alleging that the provision of the Services infringes or misappropriates the intellectual property rights of a third party; provided that the Customer:

(a) promptly gives Donesafe written notice of the Claim;

(b) gives Donesafe sole control of the defense and settlement of the Claim (provided that Donesafe may not settle any Claim without the Customer’s written approval, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases the Customer of all liability); and

(c) provides to Donesafe all reasonable assistance, at Donesafe’s expense.

Donesafe has no obligation to indemnify a Claim if it arises from:

(a) Customer Data or Customer Materials; or

(b) unauthorized modification or use of the Services; or otherwise relating to Customer’s acts or omissions not in accordance with, or in breach of, the terms of this Agreement.

8.2. Indemnification by Customer. The Customer will defend and indemnify Donesafe against any Claim made or brought against Donesafe by a third party

(a)     relating to or arising from the Customer’s use of the Services in breach  of this Agreement;, or

(b) relating to or arising from Donesafe’s permitted use of Customer Data, Customer Materials, or the Customer’s breach of any other terms and conditions of a third party agreed to by the Customer in connection with, or relating to, the Services; provided that Donesafe:

(i) promptly gives the Customer written notice of the Claim;

(ii) gives the Customer sole control of the defence and settlement of the Claim (provided that the Customer may not settle any Claim without Donesafe’s written approval, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases Donesafe of all liability); and

(iii) provides to the Customer all reasonable assistance, at Customer’s expense.

8.3. Exclusive Remedy. This Clause 8 (Indemnification) is the indemnifying Party’s sole liability to and the indemnified Party’s exclusive remedy against, the other Party for any type of Claim described in this Clause.

9. LIMITATION OF LIABILITY

9.1.     Limitation of Liability. Except for

(a) damages arising from a breach of a party’s confidentiality obligations; or

(b)      a party’s indemnification obligations set forth in this Agreement, in no event will either party’s aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by customer in the 12 months preceding the incident giving rise to the liability.

The foregoing will not limit customer’s payment obligations under this Agreement.

9.2. Exclusion of Consequential and Related Damages. In no event will either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing will not apply

(a) to a breach of confidentiality obligations; or

(b) to the extent prohibited by applicable law

10. TERM AND TERMINATION

10.1. Term of Agreement. This Agreement commences on the Effective Date and will remain in effect until the earlier of

(a) the expiration or termination of all Order Forms under this Agreement; or

(b) the termination of this Agreement in accordance with this Clause. Upon termination of this Agreement for any reason, all rights and subscriptions granted to the Customer including all Order Forms will immediately terminate and the Customer will cease using the Services. For avoidance of doubt, upon termination of any Order Form, the Services provided pursuant to such Order form shall cease and the Customer shall stop using such Services.

10.2. Automatic Renewal. Subscriptions for the SaaS Platform commence on the Order Date specified in the applicable Order Form and continue for the subscription Term unless otherwise terminated. After the initial term of this license, this Agreement shall automatically renew for successive one (1) year periods, unless either party notifies the other party in writing of its intent to terminate this Agreement at least sixty (60) days prior to the expiration of the then Period of Agreement.  The Fees during any automatic renewal term will increase by 5% for the applicable product or service in the immediately prior agreement term unless the pricing in the prior term was designated on the relevant Order Form as promotional or one-time. The number of Users subscribed during any automatic renewal term shall be the number of Users subscribed at the end of the previous term.

10.3. Termination for Cause. A Party may terminate this Agreement or any applicable Order Form for cause:

(a) upon 30 days’ written notice to the other Party of a material breach (including details sufficient to identify the material breach) if such breach remains uncured at the expiration of such period;

(b) immediately for material violations of confidentiality obligations; or

(c)     if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4. Survival. Any provision of this Agreement that expressly or by implication is intended to survive termination, regardless of the date, cause or manner of such termination, and including but not limited to rights of action accruing prior to termination and payment obligations, will survive such termination and will continue in full force and effect.

10.5. Refund or Payment upon Termination. Upon any termination for cause by the Customer, Donesafe will refund the Customer a pro-rata portion of any prepaid SaaS Platform Fees that cover the remainder of the Term after the effective date of termination and a prorate portion of any prepaid Professional Services Fees that cover Professional Services that have not been provided as of the effective date of termination. Upon any termination for cause by Donesafe, the Customer must pay any unpaid Fees covering the remainder of the Term of all subscriptions under the applicable Order Forms after the effective date of termination and for any Professional Services provided up to the date of termination. In no event will any termination relieve the Customer of the obligation to pay any Fees payable to Donesafe for the period prior to the effective date of termination.

10.6. Downloading of Customer Data. During any Term under an Order Form, on a rolling 24-month basis (unless otherwise provided in any Order Form) and for the period 30 days after termination or expiration of the Agreement or the applicable Order Form, the Customer may download Customer Data used in connection with such Order Form, in comma separated value (.csv) format, using the tools of the SaaS Platform. After expiration of the applicable rolling 24 month or 30-day period, Donesafe will have no obligation to maintain or make available the applicable Customer Data and will thereafter, unless legally prohibited, delete or make permanently unreadable all Customer Data in Donesafe systems or otherwise in Donesafe’s possession or under Donesafe control.

11. PROFESSIONAL SERVICES

11.1. Availability of Customer Resources. The Customer will make available to Donesafe certain of Customer personnel, business information and other relevant information as reasonably required by Donesafe in the performance of any Professional Services hereunder or as specified in any applicable Order Form. Customer will ensure that competent personnel are available during normal working hours to provide information and other support to Donesafe while providing Professional Services. The Customer acknowledges that the timeliness or provision of Professional Services may be dependent on such its personnel availability and cooperation.

11.2. Personnel.  Donesafe may choose to change any personnel assigned to your account or the professional services at any time for any or no reason in its sole discretion. Unless otherwise agreed by Donesafe, all consulting services are performed remotely. For professional services performed at Customer premises, the Customer will reimburse Donesafe all reasonable costs for expenses incurred in connection with the professional services. Professional services are non-cancellable, and all fees for professional services are non-refundable

11.3 Hours and Deliverables. If there are a specific number of hours included in the consulting services purchased, those hours will expire at the end of the Service Delivery Period. If there are deliverables included in the consulting services purchased, it is estimated that those deliverables will be completed within Service Delivery Period. If the consulting services provided are not complete at the end of the delivery period due to the Customer’s failure to make the necessary resources available to Donesafe or to perform the Customer’s obligations, such consulting services will be deemed to be complete at the end of the delivery period. If the consulting services provided are not complete at the end of the delivery period due to Donesafe’s failure to make the necessary resources available to the Customer or to perform Donesafe’s obligations, the delivery period will be extended to allow Donesafe to complete such consulting services.

11.4 Time and Materials. For time and materials based services the Customer will be billed for Services provided on an hourly basis at the hourly rate set forth above. The Customer will provide Donesafe an advance payment as set forth above. Once received, this Advance will be held to pay for the incurred costs on the project. When the incurred costs are greater than the Advance, Donesafe may either request an additional Advance or issue an invoice for the additional hours incurred. Donesafe is not obligated to continue the work and may stop work if the monthly invoices are not paid on a timely basis. The Customer must pay all past due invoices in full prior to reinstatement of work.

11.5 Compliance with Customer or Donesafe Rules. If applicable, while on the premises of the other Party for training or other services, each Party will take reasonable measures to have its personnel comply with the other Party’s reasonable rules and policies regarding safety, security, and conduct made known to such Party, and will at Customer’s request promptly remove from the project any of its personnel not following such rules and regulations.

12. DISPUTE RESOLUTION, GOVERNING LAW & NOTICES

12.1. Dispute Resolution, Governing Law. The Parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. This Agreement is governed and construed by the laws of New South Wales.  The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, and courts of appeal from them.

12.2. Notices. Any notices to be given under this Agreement must be in writing and signed for and on behalf of the party giving the notice. A notice under this Agreement is only effective if it is given:

(a) by hand; or

(b) by prepaid mail; or

(c) by email

to the address of the Party specified on page 1 of this Agreement or otherwise specified in writing in accordance with this clause.

12.3. Receipt of Notices. A notice sent for the purposes of this clause will be considered received:

(a) if delivered by hand, before 5.00 pm, on that Business Day;

(b) if sent by pre-paid mail, on the third Business Day after posting; or

(c)      if emailed, the time when the email becomes capable of being retrieved by the addressee at an email address designated by the addressee except that a delivery by hand, mail or email received after 5:00pm (local time of the receiving Party) will be deemed to be given on the next Business Day.

13. GENERAL PROVISIONS

13.1. No Dependence on Future Functionality. The Customer agrees that it is not entering into this Agreement or any Order Form contingent on the provision of any future functionality relating in any way to the Services unless expressly provided in an Order Form and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in an Order Form.

13.2. Force Majeure. Neither Party will be in default for failing to perform any obligation, if the failure is caused solely by supervening conditions beyond the failing Party’s reasonable control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third-party networks or services or the public Internet, power outages, labour disputes or governmental demands or restrictions.

13.3. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

13.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, unless expressly stated otherwise.

13.5. Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

13.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

13.7. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms), without consent of the other Party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement will bind and inure to the benefit of the Parties.

13.8. General.

(a) This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

(b) No modification, amendment, or waiver of any provision of this Agreement or any Order Form will be effective unless in writing and signed by each Party. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form will prevail.

(c) Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or other order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.

(d) This Agreement may be executed in counterparts, each of which, when so executed and delivered (including by electronic execution and transmission), shall be deemed an original, and both of which shall constitute one and the same agreement the Parties agree to the terms and conditions of this Agreement by their signature on the Order Form.

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