BLUENOSE ANALYTICS, INC.

TERMS OF SERVICE – BLUENOSE PULSE

This Software as a Service Subscription License Agreement (the “Agreement”) is entered into by and among Bluenose Analytics, Inc., a Delaware corporation with offices located at 7100 Stevenson Boulevard, Suite 128, Fremont, CA 94538 USA (“Bluenose” or “Us”), and you (“You”) (each a “Party” and collectively the “Parties”). The effective date (“Effective Date”) of the agreement is the date on which You confirm agreement to these terms through an online registration, activation or other means of recording your positive assent.

Bluenose is a provider of customer success software solutions. You desire to license such software solutions from Bluenose, and Bluenose desires to grant a license to such software solutions pursuant to the terms and conditions hereof. In consideration of the agreements contained below, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms will have the meanings ascribed to them below.

1.1 “Confidential Information” means any information disclosed by one Party to the other, which, if in written, graphic, machine readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to a writing marked “Confidential” and delivered to the receiving party within thirty (30) days of such disclosure. Notwithstanding any failure to so identify them, all technology or proprietary information underlying the Software and the Bluenose System shall be deemed Confidential Information of Bluenose, and the Your Data shall be deemed Confidential Information of You.

1.2 “Documentation” means any documentation provided by Bluenose for use with the Software under this Agreement.

1.3 “Intellectual Property Rights” means all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any Software therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, software, moral rights, trademarks, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.

1.4 “Licensed Materials” means the Software and the Documentation.

1.5 “Your Data” means data loaded or entered into the Software, and any modifications, derivations, enhancements, compilations or changes to or from any of the foregoing by or on behalf of You in relation to your use of the Software.

1.6 “Bluenose System” means the Software operated on Bluenose’s hosting servers or those of its hosting service provider intended to enable You to interact with the same via the worldwide web.

1.7 “Software” means Bluenose’s software with the features set forth at www.bluenose.com, and all changes, corrections, bug fixes, enhancements, updates and other modifications thereto, whether made by or on behalf of Bluenose, You, or any third party.

1.8 “User” means an employee of your business authorized to use the Software.

2. Responsibilities of Bluenose.

2.1 Bluenose will host and maintain the Software on servers operated and maintained by or at the direction of Bluenose. Bluenose may delegate the performance of certain portions of the Bluenose System to third parties provided Bluenose remains responsible to You for the delivery of the Bluenose System.

2.2 Bluenose shall provide technical support of the Bluenose System as set forth in support.bluenose.com. Bluenose shall not be obligated to provide to You any new release of any Software or module thereof, or other software or services, for which Bluenose generally charges a separate fee.

3. Right to Monitor. Bluenose will have the right to review and monitor all use of the Bluenose System to ensure compliance with the terms of this Agreement.

4. License Grant.

4.1 Grant. Subject to the terms and conditions of this Agreement, Bluenose grants to You a limited, non-exclusive, non-transferable, worldwide license, without the right to sublicense, to permit Users to use the Software and the Documentation via the Bluenose System solely for internal use as it relates to your business operations.

4.2 License Restrictions. You shall not, and shall not permit any third party to:

4.2.1 Use the Licensed Materials except to the extent permitted in Section 4.1;

4.2.2 Modify or create any derivative work of any part of the Licensed Materials;

4.2.3 Permit any third parties to use the Licensed Materials;

4.2.4 Market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Licensed Materials;

4.2.5 Access, tamper with, or use non-public areas of the Software or Bluenose Systems, or the technical delivery systems of Bluenose’s providers;

4.2.6 Use any robot, spider, scraper, or other similar automated data gathering or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Software or Bluenose Systems;

4.2.7 Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Software or Bluenose Systems;

4.2.8 Attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Licensed Materials;

4.2.9 Attempt to probe, scan or test the vulnerability of our Software, Bluenose Systems or network or breach or impair or circumvent any security or authentication measures protecting the Software;

4.2.10 Frame or mirror the Software or Bluenose Systems;

4.2.11 Use any device, software, or routine that interferes with any application, function, or use of the Licensed Materials, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication;

4.2.12 Resell, sublicense, time-share, or otherwise share the Software or Bluenose Systems, or data extracted from the Software or Bluenose Systems;

4.2.13 Access the Software or Bluenose Systems for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

4.2.14 Use the Software in any way that competes with Bluenose

4.3 Copies of Documentation. You may make a reasonable number of copies of the Documentation solely to support your use of the Software as authorized under this Agreement, provided that such copies shall include Bluenose’s copyright and any other proprietary notices that appear on the original copies of the Licensed Materials. Any copies of the Documentation made by You are the exclusive property of Bluenose.

4.4 Reservation of Rights. Bluenose reserves all rights to the Bluenose System not otherwise expressly granted in this Section 4.

5. License to Bluenose. Subject to the terms and conditions of this Agreement, You hereby grant Bluenose a limited, worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store and archive Your Data solely in order to provide the Bluenose System.

6. Access to Your Systems. As part of the Software, You may provide Bluenose with data that resides in other systems controlled by You, including cloud services accounts. By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content through the Software about your cloud services accounts (“Account Information”), You are expressly authorizing Bluenose to access and use the Account Information, on your behalf as your agent, to provide You with use of the Software. Bluenose will submit information, including usernames and passwords that You provide, to login to the applicable cloud service websites. You hereby authorize and permit Bluenose to use and store the Account Information submitted by You to the Software to accomplish the foregoing and to configure the Software so that it is compatible with the third party sites for which You submit its information. For purposes of these terms and solely to deliver the Software, You grant Bluenose a limited power of attorney, and appoint Bluenose as your agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as You could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE SOFTWARE IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, BLUENOSE IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.

6.1 You are responsible for the accuracy, quality, integrity and legality of your Account Information and of the means by which You (or your authorized Users) acquired your Account Information.

6.2 Bluenose will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of your Account Information, in accordance with applicable industry standards.

6.3 Bluenose may access Account Information as necessary to identify or resolve technical problems or respond to complaints about the Software. Notwithstanding any other provision, Bluenose may access, read and disclose Account Information if Bluenose determines that such action is reasonably necessary: (i) to comply with the law, regulatory requirements, or legal or regulatory process; (ii) to enforce these terms; or (iii) to respond to claims that You are using the Software to perform or support activities that violate the law or the rights of third parties. Unless prohibited by law or legal process, Bluenose will use its commercially reasonable efforts to not disclose your Account Information without giving You prior notice of the request for such disclosure and a reasonable period of time to respond to such request.

6.4 You may provide the Bluenose System with data about your customers via cloud services accounts or other means. “Customer Data” means any data, customer or end-user profile information, and other content or information provided by You directly or indirectly to Bluenose or the Bluenose System in connection with your use of the Service, including without limitation such data, content and information related to your business or the customers and users of your sites. Customer Data is and will remain your property. In connection with any Customer Data, You hereby represent and warrant that; (a) any personally identifiable information, including without limitation, if such information is in aggregate form, about your customers and their end users that You provide to Bluenose, directly or indirectly, hereunder was, is, and will be collected with the informed consent of such customers and end users, (b) You have obtained all necessary rights, releases, and permissions to provide such Customer Data to Bluenose, and (c) the collection, use and disclosure of such information by You does not violate any laws or rights of any third party, including without limitation, any intellectual property rights, rights of privacy, or rights of publicity, and is not inconsistent with the terms of any applicable privacy policy. Under no circumstances shall Bluenose be considered a first-party to your customers for the sake of collection of Customer Data or otherwise.

6.5 Bluenose may collect and derive anonymous data in connection with your use of the Service and that of other Bluenose customers (“Bluenose Data”) that will be and remain the sole property of Bluenose. Bluenose will use the Bluenose Data to measure and analyze response rates and performance metrics of the Software, as well as to generate information and reports across industries and classes of Bluenose customers. Bluenose will use this data to improve, test and provide the Software, and additional Bluenose products and services, as well as for the marketing and promotion of the Software and other Bluenose products and services, but will only disclose Customer Data incorporated or on which Your Data is derived in aggregate form (e.g., data aggregated from Bluenose customers’ use of the Software, but without specifically identifying You, your customers or end users, or those of any other customer of Bluenose).

6.6 You expressly grant, and represent and warrant that You have all the rights necessary to grant to Bluenose a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide right and license to use, develop, transmit, distribute, modify, reproduce, publicly display and create derivative works of Customer Data for the purposes of: a) providing the Software to You; (b) developing, maintaining, supporting, and improving the Software; (c) marketing, promoting and advertising the Software, and other Bluenose products and services; and (d) creating and distributing reports so long as any Customer Data relating to your customers and end users that is incorporated into Your Data, or on which Your Data is derived, is not reasonably identified with You or any individual person.

7. Payment; Taxes.

7.1 License Fees. In consideration for the license granted by Bluenose under this Agreement, You shall pay Bluenose the Subscription Fees (“Subscription Fees”) in the amount set forth in the subscription plan you choose, with the terms set forth therein. Subscription Fees are subject to change upon the first day of each Renewal Term. Subscription Fees are non-refundable.

7.2 Taxes. You shall, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on your company’s net income. You agree to indemnify, defend, and hold Bluenose, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from your failure to report or pay any such taxes, duties or assessments.

8. Ownership.

8.1 You. As between You and Bluenose, You shall retain all right, title and interest in and to Your Data and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Bluenose any right of ownership or interest in Your Data or the Intellectual Property rights therein.

8.2 Bluenose. As between You and Bluenose, Bluenose shall retain all right, title and interest in and to the Licensed Materials, the Bluenose System, any changes, corrections, bug fixes, enhancements, updates and other modifications thereto, and all Intellectual Property Rights therein, and as between the parties all such rights shall vest in and be assigned to Bluenose. Nothing in this Agreement will confer on You any right of ownership or interest in the Licensed Materials, the Bluenose System, or the Intellectual Property rights therein.

9. Limited Software Warranty.

9.1 Scope of Limited Warranty. Bluenose warrants to You that for thirty (30) days from the Effective Date, the Software will perform substantially in accordance with the Documentation. The foregoing warranty shall not apply to performance issues of the Bluenose System (i) caused by factors outside of Bluenose’s reasonable control; or (ii) that result from any actions or inactions of You or any third parties.

9.2 Sole Remedy. Should the Software not perform or function as expressly warranted herein, Bluenose shall use its commercially reasonable efforts to correct the nonconformities giving rise to such breach. The foregoing remedy is available only if You notify Bluenose in writing (via support.bluenose.com) of such non-conformity within thirty (30) days from the Effective Date, and Bluenose’s examination of the Software discloses that such non-conformity exists. The foregoing remedies shall be your sole and exclusive remedies and Bluenose’s entire liability for any breach of the warranty set forth in Section 9.1.

9.3 Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION 9, BLUENOSE MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, THE BLUENOSE SYSTEM, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. BLUENOSE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS.

10. Term; Termination.

10.1 Term. This Agreement will have an initial term according to the subscription plan You choose, and shall thereafter automatically renew for additional periods of the same duration unless You initiate a cancellation request via the Software or by contacting support.bluenose.com prior to expiration of the current term (any such “Renewal Term,” together with the Initial Term, the “Term”).

10.2 Termination.

10.2.1 By Either Party. This Agreement may be terminated by either Party upon delivery of written or electronic notice of termination to the other Party, as follows:

(a) if the other Party fails to perform or observe any material term or condition in this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching Party; or

(b) if the other Party (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding shall not have been dismissed or stayed within sixty (60) days after such filing.

10.2.2 Effect of Termination. Upon termination of this Agreement, each Party shall promptly return, or at the other Party’s request destroy, all Confidential Information of the other Party (including without limitation the Your Data and the Documentation). Sections 1, 4.2, 8, 9.3, 10.2.2, and 11-14 shall survive termination of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

11. Confidentiality.

11.1 Nondisclosure. Each Party (each a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other Party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes; shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know; and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.

11.2 Exceptions. Notwithstanding anything to the contrary herein, neither Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.

11.3 Remedies. The Receiving Party agrees that a breach of this Section 10 may result in immediate and irreparable harm to the Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction or permanent injunction without the posting of a bond or other security.

12. Limitation on Damages.

12.1 EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. EXCEPT FOR BREACH OF SECTION 4 OR SECTION 11 AND INDEMNIFICATION FOR THIRD-PARTY DAMAGES ARISING UNDER SECTION 13 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE.

12.2 MAXIMUM AGGREGATE LIABILITY. EXCEPT FOR BREACH OF SECTION 4 OR SECTION 11 AND INDEMNIFICATION LIABILITY ARISING UNDER SECTION 13 OF THIS AGREEMENT, THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. Indemnification.

13.1 Indemnification. Each Party shall indemnify, defend and hold the other Party and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses arising from a claim that the Bluenose System (as to Bluenose), or Your Data (as to You) violates any applicable statute, regulation, or law, or infringes any intellectual property right or other legal right of any third party (a “Claim”). This indemnity does not apply to, and Bluenose will have no obligation to You for, any infringement or misappropriation claim that arises from (i) modifications to the Bluenose System by anyone other than Bluenose, (ii) modifications to the Bluenose System based upon specifications furnished by You, (iii) Your use of the Bluenose System other than as specified in this Agreement or in the applicable documentation, or (iv) any combination of the foregoing. You shall indemnify, defend and hold Bluenose and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses to the extent they arise from any Claim based on any of the factors in the foregoing sentence, and shall give Bluenose all reasonable information and assistance regarding such claim.

13.2 The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim; provided that the failure to provide such notice shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying Party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any Claim; provided, however, that (i) the indemnifying Party shall keep the indemnified Party informed of, and consult with the indemnified Party in connection with the progress of such litigation or settlement and (ii) the indemnifying Party shall not settle any such Claim in a manner that does not unconditionally release the indemnified Party without the indemnified Party’s written consent, not to be unreasonably withheld or delayed.

13.3 In the event any portion of the Bluenose System is held or believed by Bluenose, or any portion of the Your Data is held or believed by the You, to infringe or misappropriate Intellectual Property Rights of any third party (such portion to be deemed the “Infringing Materials”) in any place where the Bluenose System is used or accessed, then in addition to any other rights in this Section 13, Bluenose (where the Infringing Materials are the Bluenose System) or You (where the Infringing Materials are Your Data) shall, at its sole expense and at its option: (i) obtain from such third party the right for the other party to continue to use the Infringing Materials; or (ii) modify the Infringing Materials to avoid and eliminate such infringement or misappropriation, as the case may be; or (iii) upon mutual agreement with the other party, remove and disable the Infringing Materials; or (iv) if none of the foregoing remedies is commercially feasible, terminate this Agreement.

13.4 THIS SECTION 13 SETS FORTH EACH PARTY’S ENTIRE LIABILITY AND OBLIGATION, AND EACH PARTY’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS.

14. Miscellaneous.

14.1 Assignment. Either Party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any permitted assignment of this Agreement shall be binding upon and enforceable by and against the Parties’ successors and assigns.

14.2 Entire Agreement. This Agreement, and any exhibits and amendments thereto, constitute the entire agreement between the Parties and supersede all previous agreements, oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended without the prior written consent of both Parties.

14.3 Import and Export Requirements. You acknowledge and agree that the Licensed Materials are subject to export control laws and regulations. You may not download or otherwise export or re-export the Licensed Materials or any underlying information or technology except in full compliance with all applicable laws and regulations, in particular, but without limitation, United States export control laws. None of the Licensed Materials or any underlying information or technology may be downloaded or otherwise exported or re-exported: (a) into, or to a national or resident of, any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities. You hereby agree to the foregoing and warrant that You are not located in, or under the control of, or a national or resident of any such country or on any such list.

14.4 Force Majeure. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.

14.5 Governing Law; Dispute Resolution. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without giving effect to its conflicts of law rules. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of San Francisco County, California.

14.6 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered i) in person (including by overnight courier), ii) three days after being mailed by registered or certified mail (postage prepaid, return receipt requested), iii) or on the date the notice is sent by verified email or facsimile, in each case to the respective Parties at the address first set forth hereto or on file. Either Party may change its contact information by providing the other Party with notice of the change in accordance with this section.

14.7 Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

14.8 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.

14.9 Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

14.10 Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

14.11 Construction; Advice of Counsel. Both Parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either Party as a result of its participation in such preparation. Each Party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.

By You confirming your consent to this agreement through an online action in the Bluenose System, both Parties are deemed to have executed this Agreement as of the Effective Date.