This Fulfillment Vendor Terms of Service Agreement ("Agreement") is entered into as of the date of last execution of the applicable Order Form (the "Effective Date"), by and between the vendor having executed the Order Form ("Vendor"), and RevolutionParts, Inc., a Delaware corporation with its principal office at 58 S. River Drive, Suite 101 Tempe, AZ 85288 ("Company") (each, a "Party" and together the "Parties").

WHEREAS, Company develops, maintains, hosts, licenses, and offers certain software, services, platform as a service, and/or online marketplace, to vendors of certain products, via the Company's online Platform (the "Platform");

WHEREAS, Vendor manufactures and/or sells certain products and desires to have a selection of its products (the "Products") marketed and sold through the Platform;

WHEREAS, the Parties desire to enter into an arrangement whereby Vendor will fulfill Orders (defined below) of Products placed by customers ("Customers") through the Platform;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. 1. ACCEPTANCE OF THIS AGREEMENT.
   1. 1.1. Acceptance Through Execution of Order Form, Using or Accessing the Platform, or Performing the Services. In addition to Vendor's execution of the applicable order form (an "Order Form") forming a legally binding and enforceable Agreement, in full, between the Parties, by accessing or using the Platform, or by performing, in whole or in part, the Services, as set forth in any Order Form or Statement of Work, Vendor expressly agrees to be bound by the terms and conditions of this Agreement. Vendor may not execute an Order Form, access or use the Platform, nor perform any Services, without, unless, or until Vendor has agreed to be bound hereby.
   2. 1.2. Changes to this Agreement. Company reserves the right to change this Agreement from time to time in its sole discretion without notice to you, with such changes being effective immediately, unless such changes materially alter the core obligations of the Parties, in which case Company shall provide notice reasonably in advance. The latest version of the Agreement shall made available on Company's website, and/or made accessible on or through the Platform, and should be reviewed by Vendor from time to time. Vendor's continued use of or access to the Platform, or continued performance of the Services, in whole or in part, following any changes to this Agreement shall constitute acceptance and agreement to be bound by the terms and conditions of such changes.
2. 2. PARTIES' OBLIGATIONS.
   1. 2.1. Authorization. The Parties acknowledge and agree that Company is authorized to display and offer for sale the Products through the Platform and Vendor agrees that it will timely fulfill the Orders of its Products placed by Customers through the Platform and Vendor represents and warrants that it has not granted any third-party rights inconsistent with the foregoing.
   2. 2.2. Company's Obligations. Company shall (i) host the Platform and send Orders to Vendor for fulfillment; (ii) provide, in its sole discretion, support, assistance, and assurances to Vendor as may be useful to Vendor in the fulfillment of its obligations under this Agreement; and, (iii) remotely provide second- and third-level support to Vendor on behalf of the Customers, provided that Company shall only provide direct support to Customers if the respective parties thereto enter into a separate written support and maintenance agreement and Vendor pays to Company additional fees therefor.
   3. 2.3. Vendor's Responsibilities. In addition to its other obligations set forth in this Agreement, Vendor shall: (i) provide to Company, in a manner reasonably acceptable to Company, the required data and detailed information of the Products (including without limitation a detailed description, images, dimensions, weight, and any other information requested by Company)("Product Descriptions"); (ii) fulfill (including without limitation handling all shipping and return obligations), Orders for Products in accordance with the terms and specifications set forth herein or as otherwise mutually agreed to by the Parties in a separate writing ("Fulfillment Services"); (iii) provide ongoing inventory updates on Products via Company's real-time feed in the System (defined herein) that shall update no less frequently than every hour or as otherwise agreed upon by the parties in a separate writing ("Product Feed"); (iv) immediately notify Company of discontinued Products, inventory changes, and lead times for any out-of-stock Products; (v) ensure the information and data displayed in the Product Feed contains (a) the most current suggested Product Price (as defined herein) for each Product and (b) notices of any promotional calendars for programs offered either on Vendor's own website, or to retail partners, at least thirty (30) days in advance of their effective start date, or sooner if the retail partner is advised earlier, along with updated information regarding any current coupons, offers, or promotional programs offered to other retail partners; (vi) provide service support to Company (including without limitation responding to all e-mail inquiries in a reasonably timely manner(vii) keep Company fully updated as to the location of its Shipment Facilities from which its Products will be shipped and the names and contact information of senior Vendor personnel at such Shipment Facilities or otherwise who Company may contact in connection with any issues or questions related to Products and the fulfilment of Orders; (viii) take care and look after the business relationships with all Customers of all Orders fulfilled by Vendor, including client communications and support services, and establish and maintain Customer support services in relation to the Customers and users of the Platform, including a telephone technical support service accessible during business hours; (ix) not make any false or misleading statements or representations with regards to the Platform or the Company; (x) not make any promises or representations, or give any warranties or guarantees, in respect of the Platform other than those set forth herein or as may be included in literature or materials provided by Company for such purposes; (xi) comply with any and all instructions and/or guidelines for use of the Platform or otherwise provided by Company; (xii) keep all Customer data up to date and accurate and keep complete and accurate records pertaining to Customers, Orders, and sales, including prospective Customers and prospective sales, and permit inspection of such records by Company from time to time as requested by Company; (xiii) pay all Fees and all costs due under this Agreement on a timely basis, time being of the essence; (xiv) promptly inform Company and keep Company apprised of the details of any dispute(s) that arise between Vendor and any Customer, potential Customer, or other third-party arising out of or pertaining to this Agreement, and comply with Company's reasonable direction and instructions in relation thereto; (xv) reasonably train and maintain its staff, at its expense, to be satisfactorily familiar and conversant with the technical language and functionalities of the Platform to be able to fulfill its obligations under this Agreement; (xvi) cover its own costs and expenses pursuant to this Agreement; (xvii) remain in compliance with all applicable laws, including international, national, state, regional, local statutes, ordinances, laws, rules, and regulations in performing its obligations hereunder and in any of its dealings with respect to the Platform; (xviii) not represent itself as an agent of Company or purport to enter into or bind the Company to any agreements; (xix) use commercially reasonable efforts to provide Company with at least sixty (60) days prior notice of any change in its standard operating procedures relating the fulfillment of its obligations under this Agreement after the Effective Date; (xx) comply with the terms of the scope of services as specified herein and the entire integrated agreement including all schedules, attachments, and exhibits; and, (xxi) at all times act in the interests of Company with the due diligence of any ordinary businessperson or trader and use its best efforts and endeavors to fulfill its obligations under this Agreement
   4. 2.4. Vendor's Responsibilities – Quality. Vendor warrants that it has and shall maintain during the Term the capacity and capability to fulfill all of its obligations under this Agreement. The Products shall be marked in accordance with the Vendor's instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition. Vendor shall not unreasonably refuse to take any steps necessary to comply with any request by Company to inspect the Products, including at its storage facilities, in order to provide Company the assurance that the Products comply in all respects with the Agreement. Vendor shall take such steps as are necessary to ensure compliance with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing, and delivery of the Products. No inspection, testing, or approval of samples of the Products shall be construed as acceptance by Company of the conformity of the Products with an order by a Customer of Company. Vendor shall remain fully responsible for such conformity.
3. 3. MARKETING.

   The Parties may market the Platform, subject to an in accordance with this Agreement. Vendor acknowledges and agrees that Company shall have the right to approve any Vendor marketing materials and other information to be included in shipments of Products to Customers. Furthermore, Company reserves the right to require Vendor to include certain marketing materials or other material and information in Vendor's shipments of Products to Customers. Vendor acknowledges and agrees that Company has no obligation to make any Products available through the Platform and that Company has the right in its sole discretion to remove from the Platform any Product, information, or content, and to block sales of any Products at any time for any reason. Company shall attempt, but is under no obligation, to provide seven days' notice to Vendor of any Products Company removes from the Platform, considering that Vendor reorders based on sales history, this will allow Vendor to adjust future orders and/or cancel pending orders.

   Vendor hereby grants to Company, during the Term of this Agreement, a non-exclusive, , irrevocable during the Term license to use, copy, distribute, display, and exploit the Vendor Materials (as defined below) and any other content provided or made available by Vendor, either to Company directly, via the Product Feed or on Vendor's website, marketing or promotional materials, content, or social media accounts associated with the Products, including without limitation Product Descriptions, Product documentation, Product graphics, artwork, and other marketing materials. Company agrees that it will not make modifications or alterations to Vendor Materials without Vendor's prior written approval (email is acceptable). Vendor will not unreasonably withhold any such approval, and if Vendor fails to respond to any such request for approval from Company within ten (10) days, then Vendor shall be deemed to have approved Company's request. Notwithstanding the foregoing, Company may modify or alter any and all Vendor Materials for the purpose of making them match the look and feel of the Platform without the prior written approval of Vendor. Vendor will be responsible for obtaining all third-party rights required to permit Company to have the rights set forth above. Vendor acknowledges that Company is relying upon Vendor to ensure that all Vendor Materials are accurate and complete, and Vendor agrees to notify Company, and revise and resubmit Vendor Materials, promptly upon discovery that it is inaccurate or incomplete.

4. 4. ORDER FULFILLMENT.

   Notification of orders of Products to be shipped by Vendor ("Orders") will be sent directly from Company to Vendor (in a "Transmission") via RevolutionParts Vendor account or Company's integrated online retailer system (the "System"). Vendor shall check for new Transmissions of Orders on an ongoing basis, or at least three (3) times a day, during the Term. Each Order will be deemed accepted by Vendor. Any typographical, clerical, or other accidental error or omission in the Order by the Customer shall be subject to correction without any liability on the part of Company. The parties may agree upon additional or different terms and conditions in relation to Order fulfillment in the Statement of Work. In the event of any conflict between this Section and the Statement of Work, the Statement of Work shall control.

   1. 4.1. Personnel and Materials. Vendor shall furnish all personnel, materials, equipment, supplies, and other ancillary accessories necessary to safely and efficiently perform the Fulfillment Services. Vendor shall store Products at Vendor's shipment and storage facilities ("Shipment Facility").
   2. 4.2. Shipment Timing. Vendor shall ship Products specified in an Order to the address shown in the Order, within one (1) Business Day(s) (as defined below) of Transmission of such Order by Company, so that such Products will arrive within (the estimated delivery date based on shipping time selected by customer) Business Day(s) after shipment. Time is of the essence for the delivery of the Products. Vendor agrees to assume any and all costs resulting from late delivery of Products on the Order. In addition, Company may, at its sole discretion, reject or cancel any shipment of Products which may not be delivered by the date of delivery set forth in this Section above. Vendor shall confirm shipment of an Order in the System and input the applicable tracking number for such Order into the System. Unless otherwise instructed by Company in writing, Vendor shall not directly or indirectly contact any Customer about any Order. If there are any issues, questions, or problems with an Order, Vendor shall only contact Company, shall do so promptly, and shall cooperate with Company as necessary to resolve any issues. "Business Days" as used in this Agreement is defined as Monday through Friday. Vendor shall notify Company whenever shipment of an Order may not be sent out within one (1) Business Day(s) for any reason.
   3. 4.3. Order Accuracy and Timeliness. Vendor agrees that Company will incur no service costs for Orders that are inaccurate (in either shipment or fulfillment) or that are shipped more than one (1) Business Day(s) after Transmission ("Inaccurate or Untimely Shipments"). Vendor shall be solely responsible for any costs, charges, and expenses that result from Inaccurate or Untimely Shipments including without limitation any refunds, credits, discounts, expedited shipping costs, or returns made outside of the Company return policy. Vendor agrees to determine root causes of any problems related to Inaccurate or Untimely Shipments and to resolve such problems promptly.
   4. 4.4. Shipping Costs. Vendor shall be responsible for the commercially reasonable shipment costs incurred by Vendor for Orders or otherwise stated ("Shipping Costs").
   5. 4.5. Packaging and Marketing Materials. The Product package shall be marked in accordance with any applicable laws, rules, and regulations and the requirements of the carrier and the Products shall be properly packed and secured so as to reach their destination undamaged. Unless expressly authorized by Company, Vendor shall not include any Vendor-branded packaging or materials in any Orders. Vendor acknowledges that Company shall retain all right and title to all packaging and marketing materials that Company provides or causes to be delivered to Vendor under this Agreement.
5. 5. CANCELLATION, RETURNS, DAMAGED PRODUCTS.

   The Parties may agree upon additional or different terms and conditions in relation to cancellations, returns, and damaged Products in the Statement of Work, but such separate agreement must be in writing, executed by all Parties, and state that it expressly supersedes the terms of this Agreement. In the event of any conflict between this Section and the Statement of Work, the Statement of Work shall control.

   1. 5.1. Cancelling Orders. Company may cancel an Order prior to an Order being shipped even if Transmission of such Order has already taken place.

      5.1.1. Merchandise. All Products shipped to the Customer by Vendor are to be new and of merchantable quality. In the case that a Customer receives a Product that is damaged upon arrival, customer needs to contact carrier, FedEx, UPS or USPS to file a claim. If customer receives an improperly fulfilled Order, vendor shall ship at their expense the missing items or carrier within two (2) Business Days of receiving notice of such occurrence from Company.

   2. 5.2. Returns. If a Customer decides they no longer want the product, it need to be returned within thirty (30) days of purchase at the Customer's expense. If Customer experiences issues with the purchased item and feels that the item is defective, Customer may attain a replacement of item as long as it falls within the brands stated warranty. Shipping for return and replacement are at the Customer's expense. If remanufactured products that have established core pricing are sold to Customers, Customers may get a refund of the core cost if the original item is returned in the Vendor's box at the Customer's expense.
6. 6. ADDITIONAL OBLIGATIONS.
   1. 6.1. Product Reviews. Vendor acknowledges and agrees that the Platform and social media of Company include and utilize features allowing Customers and other users (collectively, "Users") to provide reviews, ratings, and comments ("Reviews") on Products and therefore, Users may provide Reviews of Products obtained from Vendor or products that are similar to Vendor's Products. Vendor acknowledges and agrees that any Reviews by Users are solely within the discretion of such User and that Company has no control over any such Review and cannot and will not require, influence, or incentivize any User to endorse any Product or Review any Product in any particular manner
   2. 6.2. Publicity. Neither Party shall release any communications materials relating to this Agreement, including but not limited to any press release, public statement, or post on Vendor's website, social media postings, or in store advertising materials (each, a "Communication") without the express, prior written consent of the other Party in each instance.
7. 7. PRICING, PAYMENT.

   Vendor shall at all times supply the Products to Company at their Product Price. The "Product Price" is the listed selling price at which Vendor sells its Products to its customers less scheduled promotions and other discounts, as may be initially set forth and separately indicated in a separate attachment, addendum, schedule, or exhibit, or otherwise made available on or through the Platform in the ordinary course. At the beginning of each calendar quarter, and on an ongoing basis as reasonably requested by Company, Vendor shall provide its promotional calendar for the following year to Company and, at least thirty (30) days in advance of any scheduled promotions and discounts, Vendor shall notify Company in writing of such promotions and discounts so that Company can respond proportionately and offer comparable terms to its customers. Vendor shall update the Product Price for Products periodically as provided herein or as reasonably requested on an ongoing basis by Company. Company shall have sole discretion in establishing pricing for any Products sold through the Platform ("Platform Price"). The Parties may agree upon additional or different terms and conditions in relation to payment in the Statement of Work. In the event of any conflict between this Section and a Statement of Work, the Statement of Work shall control.

   1. 7.1. Invoicing and Payment. At least monthly, by the first day of each calendar month, or as otherwise as determined by Company in Company's sole discretion, Company shall deliver, or make available on or through the Platform, to Vendor an invoice reciting all of the relevant sales data and other information; and, as reflected in such invoice, Vendor shall within thirty (30) days of receipt thereof remit payment in full to Company the percentage or amount set forth therein payable to Company as its fees (the "Fees"), less any calculations taking into account Damaged Products, returns, any other amounts for which Vendor is responsible during such month, as agreed between the Parties, within thirty days of receipt thereof.
   2. 7.2. Taxes. Except as otherwise set forth herein, each Party shall bear and be responsible for its own applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales taxes, use taxes, and value added taxes) relating to its activities under this Agreement, unless set forth expressly in writing to the contrary.
8. 8. INTELLECTUAL PROPERTY.
   1. 8.1. Vendor. As between the Parties, Vendor owns all right, title, and interest (including patent rights, copyright rights, trade secret rights, trademark rights, database rights, and all other rights of any sort throughout the world) relating to any and all trademarks, names, logos (collectively, "Vendor Marks"), images, inventions (whether or not patentable), works of authorship, designs, know how, and information owned or otherwise created by Vendor in relation to Vendor's Products, including without limitation modifications, upgrades, new versions, and derivatives thereof developed by or on behalf of Vendor (the "Vendor Materials"). No rights or licenses are granted to any of the Vendor Materials other than as expressly set forth in this Agreement. Vendor grants to Company a fully paid-up and royalty-free, non-exclusive right and irrevocable during the Term license to use, reproduce, perform, display, distribute, modify, and create derivative works from and improvements upon the Vendor Materials to improve or provide the Platform hereunder. The term of such license will commence upon the Effective Date and the duration shall be governed by the terms of this Agreement.
   2. 8.2. Company. As between the Parties, Company owns all right, title, and interest (including patent rights, copyright rights, trade secret rights, trademark rights, database rights, and all other rights of any sort throughout the world) relating to any and all trademarks, names, logos (collectively, "Company Marks"), images, inventions (whether or not patentable), works of authorship, designs, data, know-how, and information owned or otherwise created, generated, or collected by or on behalf of Company in relation to the Platform, the Company business, Company's Confidential Information (as defined below), and any related services or technology (collectively, together with Company's Marks, the "Company Materials"). No rights or licenses are granted to any of the Company Materials other than as expressly set forth in this Agreement.

      For the avoidance of doubt, Vendor acknowledges that in providing the Platform, Company utilizes technology, software, hardware, processes, algorithms, user interfaces, database architecture, templates, system models, diagrams, schematics, programs, source or object codes, programming documentation, specifications, formulas, copyrighted works, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively "Company Technology") and that the Company Technology is expressly covered by intellectual property protections provided and reserved to Company under this Agreement. Other than as expressly set forth in this Agreement, no license or other rights in the Company Technology are granted to Vendor, or any other party, and all such rights are hereby expressly reserved to Company.

   3. 8.3. Trademarks. Except as provided herein, neither Party shall use, register, or take other action regarding the other Party's Marks or modify or alter the other Party's Marks in any way. Any goodwill accruing from use of a Party's trademarks hereunder shall inure solely to the benefit of the owner of such trademarks.
9. 9. INSURANCE, RISK OF LOSS.
   1. 9.1. Insurance. Without limiting any of Vendor's obligations hereunder, Vendor shall carry product liability insurance as reasonably approved by Company, for the applicable Products. Vendor shall ensure that Company is named as an additional insured on such policies prior to shipping any Products, during the remainder of the term of this Agreement and for a period of three (3) years following termination of this Agreement, and such policies shall apply as primary insurance. Vendor shall provide certificates of insurance or other evidence of compliance with the foregoing on or prior to the Effective Date and as may be reasonably requested by Company from time-to-time. Vendor shall provide Company with at least thirty (30) days' advance written notice of any cancellation or reduction in coverage without substitute coverage. Without limiting any of Company's obligations hereunder, Company shall maintain and keep in force at its sole cost and expense, during the Term of this Agreement, and for a term of three (3) years following the termination of this Agreement, general commercial liability insurance, and such other insurance deemed sufficient to cover Company's obligations to Vendor under this Agreement in Company's sole discretion.
   2. 9.2. Risk of Loss. Risk of loss of inventory caused by fire, flood, windstorm, or any actions of Vendor's employees, agents, or any third parties, or any other cause of loss, shall be the sole responsibility of Vendor. Furthermore, Company will not be responsible for any hidden damages or hidden shortages that may be discovered after the Products have been delivered to the Customers.
10. 10. CONFIDENTIALITY.
    1. 10.1. Definition of Confidential Information. "Confidential Information" means any and all non-public, proprietary, or confidential information, whether tangible or intangible, that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), or that the Receiving Party otherwise obtains or has access to, directly or indirectly, in connection with the Purpose, which is: (a) in writing and marked as "Confidential," "Proprietary," or otherwise labeled to indicate that it is confidential, sensitive, or proprietary; (b) verbally or visually identified as confidential at the time of disclosure; or (c) that a reasonable person would consider to be confidential under the circumstances. Without limiting the foregoing, Confidential Information shall include any and all information provided by the Disclosing Party to the Receiving Party that is not generally known or readily ascertainable to the public, whether technical, business-related, financial, strategic, or of any other nature, including but not limited to: (i) "Proprietary Intellectual Property," including but not limited to, all patents, patent applications, trade secrets, trademarks, copyrights, and other intellectual property rights, and all related data, files, drawings, research, knowledge, know-how, and information; (ii) "Technical Information," including but not necessarily limited to, techniques, sketches, drawings, works of authorship, models, inventions, processes, equipment, algorithms, software (including source code, object code, and machine code), APIs, documentation, designs, and specifications related to current, future, and proposed products, services, or platforms; (iii) "Business Operations Information" including but not limited to information relating to business policies or practices, operations, facilities, security protocols, system configurations, vendor or customer requirements, employees, and business and contractual relationships; (iv) "Sales, Marketing, and Financial Information," including but not limited to released or unreleased products or services, pricing, customers (former, current, or potential), partners and referrals, business forecasts, sales and merchandising data, and marketing methods plans, audit reports, financial statements, budgets, projections, and investment information; (v) "Customer and User Data" meaning all data and information related to a Party's customers, users, or subscribers, including personally identifiable information, usage data, and other data collected or stored in connection with its products or services; and (vi) "Third-Party Confidential Information," meaning information received from third parties that the Disclosing Party is obligated to treat as confidential. Nothing in this Agreement will obligate either Party to disclose any Confidential Information or any information that would violate the proprietary rights of any third party.
    2. 10.2. Exclusions from Confidential Information. Except as required by applicable law or regulation, Confidential Information shall not include information that the Receiving Party can demonstrate by written record: (a) is or becomes generally available to the public other than as a result of, directly or indirectly, the Receiving Party's or its Representatives' breach of this Agreement; (b) was in the Receiving Party's possession on a non-confidential basis prior to the time of disclosure by the Disclosing Party; (c) is or becomes available to the Receiving Party on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (d) was independently developed by the Receiving Party without the use of, or reference to, any Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order or as required to comply with applicable law or regulation; provided that the Receiving Party shall use diligent efforts and cooperate with the Disclosing Party to minimize the extent of any such disclosure by: (i) using reasonable efforts to give the Disclosing Party advance written notice of the anticipated disclosure and the opportunity to seek confidential treatment of the information prior to such disclosure; or (ii) obtaining written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.
    3. 10.3. Obligations of Receiving Party. The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information at least as closely as its own most sensitive Confidential Information of similar importance, but no less than a commercially reasonable standard of care; (b) only disclose Confidential Information on a need-to-know basis to its officers, directors, employees, or contractors (collectively, "personnel" and together with its service providers "Representatives"), provided that such Representatives are bound by use and disclosure restrictions no less protective than those set forth in this Agreement; (c) not disclose any Confidential Information to any third party (other than its Representatives) without the Disclosing Party's prior written consent; (d) use such Confidential Information only to the extent required to perform its obligations under this Agreement or as otherwise agreed in writing by an authorized representative of the Disclosing Party; (e) not reproduce, summarize, or distribute Confidential Information in any form except as required to perform the Services and only as provided hereunder; (f) not reverse engineer, decompile, or disassemble any software, systems, and/or other know-how disclosed under the terms of this Agreement; (g) not directly or indirectly export, re-export, or transmit any Confidential Information to any country or person to which such export or transmission is restricted by regulation or statute; and (h) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information or any other actual or threatened breach of this Agreement.
    4. 10.4. Return of Confidential Information. Upon the Disclosing Party's written request or upon termination of this Agreement (whichever occurs first), the Receiving Party shall return all Confidential Information in a secure manner, or at the Disclosing Party's option, the Receiving Party shall certify that the Confidential Information was destroyed in a secure manner such that it cannot be recovered by commercially reasonable means. Notwithstanding the foregoing, (a) the Receiving Party's in-house legal department may retain one copy for historical record-keeping purposes and for the purposes of defending any claim relating to this Agreement, (b) the Receiving Party may retain one copy to the extent required by law, rule, regulation, or professional standards, and (c) the Receiving Party may retain Confidential Information that is contained in back-up, archival electronic storage subject to routine deletion. Confidential Information retained under this Section remains subject to this Agreement
    5. 10.5. Ownership. All Confidential Information and copies thereof shall remain the property of the Disclosing Party. No express or implied rights or licenses to any inventions, patents, copyrights, trademarks, or trade secrets are granted under this Agreement, except for the express limited use set forth herein.
    6. 10.6. Duration. The Parties' confidentiality obligations under this Agreement shall survive for the following periods: (i) for Trade Secrets, as long as such information constitutes a trade secret applicable law; (ii) for all other Confidential Information, two (2) years from the Effective Date, or one year from the effective termination date, of this Agreement, whichever is longer, or longer as required under applicable law.
    7. 10.7. Data Privacy. The Parties acknowledge that Confidential Information, may contain Personal Data ("Personal Data") as defined by applicable data privacy laws. The Receiving Party agrees it shall not process any Personal Data for any reason other than the limited purposes set forth herein and that, to the extent the Confidential Information contains Personal Data, the Data Processing Addendum ("DPA") shall also apply to such Personal Data.
11. 11. DATA PRIVACY AND SECURITY.
    1. 11.1. Vendor Data. "Vendor Data" means any data, information, or content that is uploaded, transmitted, or stored by the Vendor, or its authorized users, on or through the Company Platform, which is intended for use solely within the context of the Services. Vendor Data may include Personal Data, but not all Vendor Data is necessarily Personal Data. Vendor Data shall remain the sole and exclusive property of Vendor and shall be considered its Confidential Information. To the extent that Vendor Data constitutes a protectable intellectual property asset under applicable law, Vendor retains all associated Intellectual Property Rights therein. Company shall not access, use, disclose, or process Vendor Data except as required to provide the Platform.
    2. 11.2. Personal Data. "Personal Data" shall have the meaning ascribed to it under applicable data protection and privacy law and shall be processed by Company solely in accordance with the terms of its Data Processing Addendum (the "DPA"), which is fully incorporated into this Agreement. For the avoidance of doubt, Personal Data shall not be considered either Party's intellectual property, but shall be treated as Confidential Information. In the event of any conflict between this Agreement and the DPA regarding Personal Data, the terms of the DPA shall control.
    3. 11.3. Transactional Data. "Transactional Data" means anonymized, de-identified data or insights derived from the Vendor's, its authorized users', or its end user's use of and interactions with Company Platform. Each Party shall not, and shall not permit any third party to, re-identify or re-associate the Transactional Data with any individuals or users, and shall adhere to industry-standard de-identification and anonymization practices. Transactional Data shall consist of the minimum necessary data required for the purpose of operating or improving the Platform. Transactional Data shall be the sole and exclusive property of Company and shall be considered its proprietary and Confidential Information. For the avoidance of doubt, derivative works such as derived reports, models, insights, or analyses generated from Transactional Data shall be considered Company's proprietary Intellectual Property.
    4. 11.4. Company Data. "Company Data" means any data, information, or content that is uploaded, transmitted, or stored by the Company, or its authorized users, on or through the Company Platform, which is intended for use solely within the context of the Services provided to Customer. Company Data may include Personal Data, but not all Company Data is necessarily Personal Data. Company Data shall remain the sole and exclusive property of Company and shall be considered its Confidential Information. To the extent that Company Data constitutes a protectable intellectual property asset, Company retains all associated Intellectual Property Rights therein.
    5. 11.5. Platform Data. "Platform Data" means any and all data generated or collected by the Platform itself during its operation, including system logs, usage statistics, performance metrics, and any data, information, analysis, or content derived therefrom, and is exclusive of Personal Data, Customer Data, Company Data, and Transactional Data. Platform Data shall remain the sole and exclusive property of Company and shall be considered its Confidential Information. For the avoidance of doubt, derivative works such as derived reports, models, insights, or analyses shall be considered proprietary assets of Company and are protected under applicable intellectual property laws.
    6. 11.6. Safeguards and Security Measures. For all forms of Data, Company shall maintain commercially reasonable technical and organizational safeguarding and security measures to protect all data from unauthorized access, use, disclosure, alteration, or destruction (the "Safeguards and Security Measures"). Company's Safeguards and Security Measures obligations with respect to Personal Data are set forth more fully in the "Safeguards and Security Measures Annex" portion of the DPA and shall be governed by the terms of thereof. For non-Personal Data, Company shall implement Safeguards and Security Measures reasonably designed, or lawfully required, to protect such data in accordance with this Agreement, including measures to prevent unauthorized access to system logs, performance metrics, and other operational data generated during the provision of Services.
    7. 11.7. Security Incident or Data Breach. In the event of a security incident or data breach affecting any non-Personal Data governed by this Agreement, Company shall: (i) with respect to Personal Data, comply with the breach notification requirements and other obligations set forth in the DPA and applicable data protection laws; and (ii) with respect to non-Personal Data, promptly notify Customer upon discovery of the incident and take all commercially reasonable steps to investigate, mitigate, and prevent further unauthorized access, use, or disclosure.
    8. 11.8. Subcontractors and Sub-Processors. For the avoidance of doubt, Customer may use third-party subcontractors and sub-processors to perform the Services, including the processing of Personal Data. The use of any subcontractors or sub-processors for the processing of Personal Data shall be subject to the terms and conditions of the DPA. The DPA sets forth the requirements for Company to provide prior notice to the Customer, obtain consent for subcontracting or sub-processing activities involving Personal Data, and ensure that any subcontractors or sub-processors comply with the same data protection obligations as Company under this Agreement.
12. 12. WARRANTIES.
    1. 12.1. Vendor Warranties. Vendor represents and warrants that all Products furnished or to be furnished under Orders are: (i) safe and free from defects; (ii) of merchantable quality; (iii) conform to any and all applicable Specifications (defined below); (iv) fit and sufficient for their intended purposes; and, (v) furnished by Vendor to the applicable consumer with clear and marketable title to the Products free from all liens, claims, and encumbrances. Vendor further represents and warrants that: (a) it will perform its obligations hereunder in a professional and workmanlike manner in accordance with this Agreement, the Company's guidelines as may be made available by Company to Vendor, and industry standards; (b) it will keep the Shipment Facility in a reasonably clean and orderly condition in accordance with industry practices; (c) all Products and any and all content, other information, and materials provided hereunder by or for Vendor are accurate and complete, comply with all applicable laws, regulations, labeling, and disclosure requirements, and do not violate or infringe upon any third party intellectual property or other rights or interest of any nature whatsoever; (d) nothing in this Agreement conflicts with any other agreement to which Vendor is bound, (e) Vendor shall comply with all applicable laws and regulations in the course of performing its obligations under this Agreement, (f) if Vendor's performance of its obligations under this Agreement requires a license, Vendor has obtained that license and the license is in full force and effect, and (g) Vendor shall notify Company promptly of (with reasonable details related to) any material lawsuits, or government or regulatory inquiries, warnings, letters, or other correspondences pertaining to the Vendor's Products or otherwise pertaining or relevant to this Agreement. For purposes hereof, "Specifications" means any and all specifications, drawings, samples, models, diagrams, descriptions, or other materials relating to the Products provided by Vendor. Products replaced by Vendor shall be subject to all of the provisions of this Agreement and the Order in the manner and to the same extent as Products originally furnished hereunder. Nothing herein shall limit any other warranties, express or implied, available to Company or the applicable consumer under applicable law
    2. 12.2. Company Warranties. Company represents and warrants to Vendor that: (a) Company is in compliance and shall comply with all applicable laws and regulations relating to this Agreement, to the operation of Company's business activities related to this Agreement, and in performance of this Agreement; (b) Company's performance under this Agreement shall not violate or infringe upon any third party intellectual property or other rights or interest of any nature whatsoever; (c) nothing in this Agreement conflicts with any other agreement to which Company is bound; (d) if Company's performance of its obligations under this Agreement requires a license, Company has obtained that license and the license is in full force and effect; and, (e) Company shall notify Vendor promptly of (with reasonable details related to) any material lawsuits, or government or regulatory inquiries, warnings, letters, or other correspondences, pertaining or relating to this Agreement or Vendor's Products.
    3. 12.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM AND COMPANY SERVICES ARE PROVIDED "AS IS," AND COMPANY DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, WARRANTIES OR GUARANTEES PERTAINING TO ANY PRODCUTS OR SERVICES OFFERED OR PROVIDED ON OR THROUGH THE PLATFORM.
13. 13. INDEMNIFICATION.
    1. 13.1. Vendor Indemnity Obligations. Vendor shall indemnify, defend, and hold harmless Company, its subsidiaries and affiliated companies, its and their successors, assigns, employees, advisors, customers, and users of Products provided hereunder ("Company Indemnitees"), against all damages, expenses, liabilities, demands, including those owed to a third party, arising out of or in connection with a claim (collectively, "Claims") made, brought, threatened, or instituted against Company, arising out of or alleged to have arisen out of: (i) any accidents, occurrences, injuries or losses to or of any person or property, due to or resulting from any of the Products; (ii) the design, preparation, manufacture, packaging, labeling, label claims, shipping or delivery or non-delivery of any Product within Vendor's control (other than by Company), and/or recall of any Products; (iv) Vendor's actual violation of any law or regulation of any governmental authority or agency applicable to this Agreement; except to the extent such Claims arise or result from any breach of this Agreement by, or any gross negligence, fraud, or willful misconduct of Company.
    2. 13.2. Company Indemnity Obligations. Company shall indemnify, defend, and hold harmless Vendor and its officers, directors, employees, agents, subsidiaries and affiliated companies, successors, assigns, and advisors ("Vendor Indemnitees"), against any and all losses, damages, expenses, liabilities, judgments, settlements, awards, costs, demands, or expenses owed to a third party, arising or resulting from a claim by a third party (collectively, "Claims") made, brought, threatened, or instituted against Vendor, arising out of or alleged to have arisen out of Company's actual or threatened violation of any law, rule, or regulation of any governmental authority or agency applicable to Company, except to the extent such Claims arise or result from any breach of this Agreement by, or any negligence, gross negligence, fraud, or willful misconduct of Vendor.
    3. 13.3. Conditions and Procedures. The indemnifying party's obligations hereunder are conditioned on (i) the Party seeking indemnification providing prompt written notice of the applicable Claim and reasonable cooperation, information, and assistance in connection therewith and (b) the indemnifying Party having sole control and authority to defend, settle, or compromise such Claim, provided that any settlement that does not include the full and unconditional release of the indemnified party shall require the prior written consent of the indemnified Party, which shall not be unreasonably withheld. The indemnifying Party shall not be responsible for any settlement it does not approve in writing. The indemnified Party may participate in the defense of any claim at its own costs and expense.
    4. 13.4. Survival. The provisions of this Section shall survive the acceptance of and payment for the Products hereunder and any termination or expiration of an Order Form or this Agreement. This indemnity shall not be limited in any manner whatsoever by insurance coverage maintained by either Party.
14. 14. LIMITATION OF LIABILITY.

    EXCEPT AS SET FORTH HEREIN ELSEWHERE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, STATUTORY, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER SUCH LIABILITY IS BASED IN OR ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, OTHER THAN FOR GROSS NEGLIGENCE, FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT.

    EXCEPT AS SET FORTH HEREIN ELSEWHERE, EACH PARTY'S AGGREGATE LIABILITY, AND IT'S SOLE AND EXCLUSIVE REMEDY, FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TERM, OTHER THAN FOR GROSS NEGLIGENCE, FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION OR THE TERMINATION OF THIS AGREEMENT, WHICHEVER IS EARLIER, OTHER THAN FOR GROSS NEGLIGENCE, FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT.

15. 15. TERM AND TERMINATION.
    1. 15.1. Term. This Agreement shall be effective as of the Effective Date and shall continue in effect until its expiration or until earlier terminated as provided in this Agreement (the "Term").
    2. 15.2. Termination. Company shall have the right to terminate this Agreement during the Term, for any or no reason, upon at least sixty (60) days prior written notice to the other Party. Vendor may terminate this Agreement upon sixty (60) days' written notice to the Company for "Cause," upon the occurrence of any of the following: (i) any material violation or breach of or default under any provision of this Agreement by Company, its officers, employees, or agents, including, but not limited to, the failure to perform any obligation hereunder, unless such violation, breach, or default is fully cured within such thirty (30) day period after notice thereof; (ii) the termination or dissolution of the business of Company; (iii) voluntary or involuntary filing of a bankruptcy petition or similar proceeding under state law with respect to Company; or, (iv) Company's becoming insolvent or making any assignment for the benefit of creditors.

       Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

    3. 15.3. Effect of Expiration or Termination. Any terms of this Agreement that would, by their nature, survive the expiration or termination of this Agreement shall so survive. Notwithstanding anything to the contrary in this Agreement, on termination of this Agreement for any reason: (i) the Vendor shall fulfill all Orders placed and obtained by the Vendor prior to the termination, and (ii) the terms and conditions of this Agreement shall continue to apply to such Orders.
16. 16. RELATIONSHIP OF THE PARTIES.
    1. 16.1. Independent Contractor. The Vendor's relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship. The details of the method and manner for performance by the Vendor shall be under the Vendor's own control, the Vendor being interested only in the results thereof. The Vendor shall be solely responsible for supervising, controlling, and directing the details and manner of its performance. The Vendor is not authorized to make any representation, contract, or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by the Company, other than as set forth herein. Unless provided otherwise under this Agreement, the Vendor will not be entitled to any of the benefits that the Company may make available to its employees including, but not limited to, group health or life insurance, profit-sharing, or retirement benefits. The Vendor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of this Agreement and any receipt of revenue or compensation thereby. No part of the Vendor's compensation will be subject to withholding by the Company for the payment of any social security, federal, state, or any other employee payroll taxes.
    2. 16.2. No Sales Representative. The Parties further agree that neither Party is a sales agent or sales representative of the other Party and is not authorized and does not have any power or authority to (i) represent or act in the name of or on behalf of the other Party; (ii) enter into any agreement that is or may be binding on the other Party; or, (iii) claim to be, or hold itself out to be, a sales representative, representative, or agent of the other Party or have any of the foregoing power or authority.
17. 17. RESTRICTIVE COVENANTS.
    1. 17.1. Non-Exclusivity. This Agreement shall not be construed to limit either Party from entering into agreements with other entities for the provisions of similar services or products throughout the Term.
    2. 17.2. Non-Circumvention. Vendor agrees not to circumvent, attempt to circumvent, or permit any other party or persons on its respective behalf to circumvent the Company in any way, manner or form regarding any transaction involving any such Products during the Term of this Agreement.
    3. 17.3. Non-Solicitation. During the Term and for a period of twelve (12) months thereafter, Vendor shall neither directly or indirectly (i) solicit, encourage, interview, entice, discuss with, induce, or attempt to induce any employee of the Company to leave their employ or in any way interfere with the relationship between the Company and any employee thereof; (ii) hire any person who is or was an employee of the Company at any time during the Term; or (iii) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company to cease doing business with or in any way interfere with the relationship between any such customer, supplier, licensee, or business relation and the Company
    4. 17.4. Non-Disparagement. Each Party agrees, during the Term of this Agreement and at any time thereafter, not to publish or communicate to any person or entity any Disparaging (as defined herein) remarks, comments, or statements concerning the other Party. "Disparaging" remarks, comments, or statements are those that impugn the character, honesty, integrity, morality, business acumen, or abilities in connection with any aspect of the operation of the business of the individual or entity being disparaged, whether true or untrue.
    5. 17.5. Specific Remedies. Vendor agrees that its obligations in this Section are necessary and reasonable in order to protect the Company and the Company's Business, and expressly agrees that monetary damages alone would be inadequate to compensate the Company for any breach by Vendor of any covenants and agreements set forth herein. Accordingly, the Company shall be entitled to equitable relief to enforce the covenants in this Section. Moreover, Vendor agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain both temporary and permanent injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of posting bond or other security (to the extent that either Party is required to post bond or other security, the Parties agree and stipulate that $1,000 is sufficient for such bond or other security) or proving actual damages
18. 18. DISPUTES.
    1. 18.1. Governing Law. This Agreement is governed by the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.
    2. 18.2. Dispute Resolution. In the event of a dispute between the Parties arising out of or relating to this Agreement, including the arbitrability of any such disputes, representatives of the Parties responsible for the day-to-day operations under this Agreement (the "Operations Representatives") will meet and work in good faith to attempt to resolve such dispute prior to initiating any action hereunder for a period of thirty (30) days from the date of written notice of such dispute from either Party. If the Operations Representatives fail to reach a resolution mutually satisfactory to both Parties within such time period, the dispute will be referred to members of the senior management of both Parties, which will meet and work in good faith to attempt to resolve such dispute for a period of thirty (30) days after completion of the Operations Representatives' discussions. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one Party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), shall be finally settled by arbitration in Utah, or at such other location as may be chosen by Company in its sole discretion, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s)
19. 19. MISCELLANEOUS.
    1. 19.1. U.S. Trade Law Compliance. The Parties acknowledge and agree that any Products supplied by Vendor in accordance with the terms of this Agreement may be subject to the jurisdiction of U.S. Customs and Border Protection ("Customs") and the Customs Laws and Regulations of the United States (Title 19 of the U.S. Code of Federal Regulations Part 1 et seq.), the U.S. Bureau of Industry and Security ("BIS") and the Export Administration Regulations (Title 15 of the U.S. Code of Federal Regulations Part 700 et seq ), and U.S. trade embargo regulations (Title 31 of the U.S. Code of Federal Regulations Part 500 et seq.), and related international and other trade regulations of the United States. Accordingly, the Parties agree, and shall cause each of its respective agents to agree, to comply with all laws and regulations governing the trade and importation of products into the U.S. Customs Territory pursuant to this Agreement, and shall assist the other Party, as needed from time to time, in connection with each Party's compliance with such laws and regulations.
    2. 19.2. Improper Payments. The Parties acknowledge and agree that the U.S. Foreign Corrupt Practices Act (Title 15 of the U.S. Code § 78dd-2) imposes penalties on persons, firms, and entities, including non-U.S. persons, firms, and entities, subject to U.S. jurisdiction, that participate directly or indirectly in giving or offering to give any payment or other thing of value to (i) any foreign government official (including employees of government-owned corporations or public international organizations), or (ii) a foreign political party or official thereof, or (iii) any candidate for foreign political office (collectively, "Government Official"). Accordingly, without limiting the generality of this clause, the Parties hereby represent, warrant, and covenant that, in connection with, or in the performance of, this Agreement, neither Party has made or promised to make, and will not make or promise to make, on behalf of itself or the other Party, any payment (in currency, property, or other thing of value) to (i) any Government Official, or (ii) any third person, firm, or entity that in turn will make a payment to any Government Official.
    3. 19.3. Antitrust Compliance. The Parties intend that the provisions of this Agreement are intended to comply with any antitrust laws, rules, and regulations, in effect from time to time, including the Sherman Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, and all other laws that are designed or intended to prohibit, restrict, or regulate actions having the purpose or effect of monopolization, lessening of competition, restraint of trade, or the creation or strengthening of a dominant position, as in effect from time to time (the "Antitrust Laws") and this Agreement shall be administered, interpreted, and construed on a basis consistent with such intent. Neither Party shall, directly or indirectly, take any action that would reasonably be expected to materially increase the risk of non-compliance of this Agreement with any Antitrust Laws. To the extent that any provision of this Agreement fails to comply with any Antitrust Laws, the Parties shall make such modifications to this Agreement to the extent necessary or advisable to comply with such Antitrust Laws.
    4. 19.4. Assignment. Neither Party shall assign, transfer, or delegate this Agreement, or any of its rights or obligations under this Agreement, without the other Party's prior written consent which shall not unreasonably be withheld; provided, however, that Provider may assign this Agreement without Customer's consent to any entity that directly or indirectly controls, or is controlled by, or is under common control with Provider (an "Affiliate") or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets with written notice of such assignment. Any purported assignment or delegation in violation of this section shall be deemed null and void. No assignment or delegation shall relieve either Party from any of its obligations under this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against each of the Parties hereto and their respective and permitted successors and assigns.
    5. 19.5. Severability. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, that provision shall be limited or eliminated to the minimum extent necessary for enforceability, and this Agreement shall otherwise remain in full force and effect.
    6. 19.6. Export Compliance. Both Parties shall comply with all applicable export laws, rules, and regulations, and not export, or allow the export or re-export of any Products in violation of any such restrictions, laws, or regulations.
    7. 19.7. Entire Agreement; Waiver. This Agreement, along with any applicable Order Form or Statement of Work, and its express addendums, exhibits, and schedules, is the complete and exclusive statement of the mutual understanding of the Parties with respect to the subject matter described herein and supersedes and cancels all previous written or oral agreements and communications relating to the subject matter of this Agreement. No failure to exercise, and no delay in exercising, on the Party of either Party, any privilege, any power, or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. Any waivers or amendments shall be effective only if made in writing and signed by authorized representatives of the Parties
    8. 19.8. Opportunity to Review; Interpretation. The Parties agree and acknowledge they have each had adequate opportunity to review the terms of this Agreement with independent legal counsel; and, they fully understand the terms of this Agreement have executed it freely and voluntarily. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all Parties hereto.
    9. 19.9. Force Majeure. In the event that either Party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolution, insurrection, pandemic or epidemic, lock-outs, strikes, or other labor disputes (whether or not relating to either Party's workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, communication network or telecommunication breakdown, power outages, fuel shortages, or price shocks (each, a "Force Majeure Event"), such Party shall not be deemed to be in breach of its obligations under this Agreement provided that the affected Party shall give prompt notice of such event to the other Party with an estimate of the anticipated duration of any delays in performance and such Party must take all commercially reasonable steps to resume performance of its obligations as soon as commercially possible.
    10. 19.10. Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing, in English and may be delivered personally, or may be sent by email, expedited delivery, or certified mail return receipt requested, to the following addresses, unless the Parties are subsequently notified of any change of address in accordance with this Section: with respect to Company, to Company's address provided in the preamble of this Agreement; and, with respect to Vendor, to Vendor's address provided in or along with the applicable Order Form.