Partner Program Terms & Conditions

This PARTNER AGREEMENT (“Agreement”) is between ConvertAble, LLC, a Florida corporation (“ConvertAble,” “we,” “us” or “our”), with an address of 701 Market St #111-133, St. Augustine, FL, United States, and you or your company, organization, or entity (“Partner" or "Affiliate”), (collectively, the “Parties”).

Recitals:

● ConvertAble offers a leading platform that provides local businesses all the tools they need to engage customers & drive more revenue.

● Partner and ConvertAble each desire that Partner promote the Services (as defined below) to potential Customers (as defined below) and refer such Customers to ConvertAble for a referral commission, in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Definitions.

As used in this Agreement and any amendments or exhibits therein, each capitalized term will have the
meaning and definition specified below:

a. ConvertAble Marketing Materials means marketing materials developed by or for the benefit of ConvertAble and used to market and promote the Services. ConvertAble may modify or alter ConvertAble Marketing Materials at any time in its sole discretion, without notice or notification.

b. ConvertAble Marks means trademarks, service marks, logos, insignias, trade dress, brand assets and branded terms, and other designations proprietary to ConvertAble. ConvertAble may modify or alter ConvertAble Marks at any time in its sole discretion, without notice or notification.

c. Confidential Information has the meaning as defined in Section 6.a.

d. Customer means an end-user who acquires the Services for use (and not for re-sale) and agrees
to a Subscription (as defined in ConvertAble’s Terms of Service, which definition is hereby incorporated by reference into this Agreement) for the Services.

e. Derivative Work means any work which uses, is based on, or incorporates the Services or any part thereof, including, without limitation, translations, adaptations, condensations, improvements, updates, enhancements, or any other form in which the Services or any part thereof may be recast, transformed, adapted, or revised.

f. Intellectual Property Rights means trade secrets, trade names, trademarks, logos, trade dress, copyrights, patents, proprietary information, know-how, processes, methodologies, designs, formulas, procedures, programs, methods, apparatuses, ideas, inventions, creations, improvements, works of authorship or other similar material, moral rights, publicity rights, privacy rights, and any and all other proprietary rights and any and all applications, registrations, renewals, extensions, and restorations thereof, now or hereafter in force and effect anywhere in the world.

g. Person means an individual, corporation, partnership, limited liability company, or other entity.

h. Services means ConvertAble’s offerings as defined in ConvertAble’s Terms of Service. ConvertAble may modify or alter the Services at any time in its sole discretion, without notice or notification.

i. Term means the period of time described in Section 5.a.

2. License Grants; Ownership.

a. License Grants.

a.1. License. Subject to Partner’s compliance with all terms of this Agreement, ConvertAble hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the Term to market, promote, display, and demonstrate the Services solely for the purpose of promoting the Services to Customers and potential Customers. ConvertAble grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute or provide the Services to Customers or third parties or for subsequent sub-licensing, resale, or other distribution to end users or other distributors.

a.2. ConvertAble Trademark License. Subject to such written guidelines as may be periodically provided by ConvertAble to Partner, ConvertAble hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the Term to use ConvertAble Marks solely for the purpose of promoting the Services to Customers or potential Customers.

a.3. Quality Control. Any uses by Partner of the Services, ConvertAble Marks, or ConvertAble Marketing Materials shall conform to all standards set by ConvertAble from time to time, and not be sold, used, distributed, or disclosed by Partner unless approved by ConvertAble. Partner acknowledges and agrees that this Section constitutes a material term of this Agreement.

a.4. Misuse or Infringement. Partner will use its best efforts to notify ConvertAble promptly of any misuse or infringement of ConvertAble Intellectual Property Rights of which it becomes aware, and will cooperate with ConvertAble, where reasonably necessary, to protect ConvertAble Intellectual Property Rights against infringement. Any decision to take action against misuse or infringement will be entirely at ConvertAble’s discretion, and any damages recovered will be solely for ConvertAble.

a.5. Reservation of Rights. ConvertAble reserves all rights not expressly granted in this Agreement, and does not transfer any right, title, or interest to any Intellectual Property Rights contained in the Services.

a.6. No Modifications. Partner shall not (i) alter, modify, adapt, translate, or create Derivative Works from the whole or any part of the Services, ConvertAble Marks, or ConvertAble Marketing Materials; (ii) permit the whole or any part of the Services to be merged, combined with, or otherwise incorporated into any other product; or (iii) copy, reverse engineer, disassemble, or otherwise attempt to derive the source code for the Services or any part thereof, unless expressly permitted to do so herein.

b. Ownership. Partner acknowledges and agrees that ConvertAble maintains exclusive ownership of the Services, ConvertAble Marks, and ConvertAble Marketing Materials, including all Derivative Works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, ConvertAble Marks, and ConvertAble Marketing Materials shall inure to ConvertAble’s exclusive benefit. Partner will not attack, question, or contest the validity of ConvertAble’s ownership of ConvertAble Intellectual Property Rights, both during the Term and thereafter. Partner will not remove, alter, or conceal any ConvertAble copyright or other proprietary notice displayed on the Services, ConvertAble Marks, or ConvertAble Marketing Materials. Partner shall not use any language or display ConvertAble Intellectual Property Rights in such a way as to create the impression that ConvertAble Intellectual Property Rights belong to Partner.‍

c. Feedback. Partner acknowledges and agrees that any suggestions, questions, comments, ideas, enhancement requests, recommendations, or other feedback provided by Partner relating to any aspect of the Services, any of ConvertAble’s products or services, any aspect of ConvertAble business, or in association with any of ConvertAble’s related products, services, or business (“Feedback”) is the exclusive property of ConvertAble, and may be used or exploited by ConvertAble without restriction, condition, or compensation of any kind to Partner. Partner hereby assigns and waives its rights in any Feedback.

‍3. Obligations of Partner.

a. Obligations as a Partner. Partner hereby agrees: (i) to use its best efforts to (a) promote the Services to potential Customers; and (b) satisfy all reasonable criteria and policies given in writing to Partner by ConvertAble during the Term; (ii) to conduct business in a manner that reflects favorably at all times on the Services, goodwill, and reputation of ConvertAble; (iii) not to use ConvertAble Intellectual Property Rights, except as authorized in this Agreement; (iv) to make such filings and take such actions as may be required to remain qualified to do business and perform its obligations hereunder under all applicable laws; (v) to perform its obligations under this Agreement in accordance with all applicable laws and regulations, including without limitation, privacy and anti-spam laws; (vi) to avoid deceptive, misleading, or unethical representations or practices that are or might be detrimental to ConvertAble or the Services, including, but not limited to, distributing unsolicited marketing materials, or engaging in any activity that violates ConvertAble’s Acceptable Use Policy (which is hereby incorporated by reference into this Agreement); (vii) to avoid activities or courses of action that may diminish or tarnish the image or reputation of any ConvertAble Mark during the Term or after, as determined solely by ConvertAble; (viii) not to bid on any keywords or phrases that include any ConvertAble Marks either in pay-per-click (PPC) or cost-per-acquisition (CPA) campaigns; (ix) not to create any domains, subdomains, or URLs using ConvertAble Marks; and (x) during the Term, not to represent or distribute any products that compete, directly or indirectly, with the Services, as determined solely by ConvertAble.

b. Specific Partner Activities. Without limiting the generality of the obligations set out in Section 3.1, Partner will: (i) introduce potential Customers to ConvertAble, which may include sharing a referral link with such potential Customers; (ii) assist ConvertAble in following up with Customers and potential Customers to answer questions after an initial sales meeting; and (iii) to the extent reasonably requested by ConvertAble, assist during the negotiation process with potential Customers entering into a Subscription agreement.

c. Referral Tracking. ConvertAble shall provide Partner with a URL generated by ConvertAble’s third party provider for managing and tracking this Partner program (the “Tracking Service Provider”). Partner must register with the Tracking Service Provider and accept the Tracking Service Provider’s Terms of Service and Privacy Policy in order to become an Partner and receive benefits. The Tracking Service Provider shall provide Partner with a referral link to share with potential Customers. The Tracking Service Provider shall track Customer Subscriptions via cookies placed on Customer’s browser upon clicking the referral link. These cookies have a referral period of ninety (90) days, or such other period as may be determined in the sole discretion of ConvertAble or the Tracking Service Provider, (the “Referral Period”). Should a referral link be clicked more than once by a potential Customer, the Referral Period will reset with each click. Partner shall only receive payments, per Section 4, for referrals tracked via a Tracking Service Provider referral link that result in a Subscription during the Referral Period. It is Partner’s responsibility to ensure that cookie use relating to this Section or this Agreement complies with applicable laws.

4. Commissions & Fees.

a. Fees to Customer. ConvertAble shall directly bill Customer for the Services (the “Subscription Fees”). ConvertAble shall be responsible for collecting Subscription Fees. During the Term, Subscription Fees may change, as determined by ConvertAble in its sole discretion.

b. Payment to Partner. ConvertAble shall pay Partner ten percent (10%) of the Net Subscription Fees actually received by ConvertAble from a new Customer for the Services referred by Partner and tracked, per Section 3.3 (“Partner Commission”). For the purposes of this Agreement, “Net” shall mean the aggregate amount of Subscription Fees actually received by ConvertAble from Customer, less any refunds to any such Customer for Subscription cancellation and any applicable taxes. Payments to Partner shall be calculated and made by ConvertAble sixty (60) days from the date on which the referred new Customer begins a Subscription to ConvertAble’s Services, with each payment to be made within 30 days of the end of the previous calendar period. If the referred new Customer cancels their Subscription within the first 60 days, no Partner Commission shall be awarded. Partner Commissions shall be paid only for the first twenty-four (24) months of a referred new Customer’s Subscription. The present compensation structure is a feature of the beta program, and company reserves the right to change any aspect of Partner compensation, including but not limited to, commission rates, payment dates, and duration of payments, at any time for any reason. ConvertAble will use commercially reasonable efforts to notify Partner of planned compensation changes no sooner than sixty (60) days prior to their implementation date. Electing not to terminate this Agreement in accordance with Section 5.2.3 indicates Partner’s acceptance of any and all new, updated, or modified compensation provisions.

c. Partner Commission Adjustments. If a Customer’s Subscription is terminated or the amount to be received by ConvertAble under the Subscription changes, the Partner Commission calculation in Section 4.2 shall be determined based on the final contract value actually received by ConvertAble. If the Partner Commission is paid before a Subscription downgrade or termination, ConvertAble reserves the right to claim any excess amount paid by ConvertAble to Partner or to deduct such excess amount from the next payment to Partner. Should a Customer referred by Partner cancel their Subscription to the Services, ConvertAble shall pay Partner Commission only through the final month of Customer’s active Subscription, in accordance with the applicable terms of section 4.2. To be eligible for an Partner Commission, Customer must have never previously entered into a Subscription agreement with ConvertAble.

d. No Expenses; Taxes. Except as expressly set forth herein, each party shall be responsible for any and all costs and expenses incurred by such party in connection with its performance hereunder. Partner will be responsible for any sales, use, or other taxes (other than taxes based on ConvertAble’s net income), and payment processing fees that may arise in connection with Partner’s performance under this Agreement.

e. Currency. Partner may have the option of selecting a local currency by which to receive an Partner Commission. Available currency options and distribution thereof are managed entirely by Tracking Service Provider. ConvertAble disclaims all liability in this area, including but not limited to, fluctuations in exchange from United States Dollars to any other currency.

f. No Guarantee. Partner acknowledges and agrees that ConvertAble makes no representation or guarantee of any kind regarding revenue, business, profit, or Customers under this Agreement..

‍5. Term & Termination.

a. Term. This Agreement shall commence on the date of its execution and continue in full force and effect until terminated in accordance with this Agreement.

b. Termination.

b.1. Breach. This Agreement may be terminated immediately by either party by written notice of termination if the other party breaches this Agreement and fails to remedy the breach within 30 days after receipt of written notice. Notwithstanding the foregoing: (i) either party may terminate this Agreement immediately upon written notice to the other party if the other party infringes the Intellectual Property Rights of the party electing to terminate this Agreement or breaches the confidentiality provisions of this Agreement, and (ii) ConvertAble may terminate this Agreement immediately upon written notice to Partner in the event Partner breaches Section 2.1.3.

b.2. Cessation of Business or Insolvency. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement immediately by providing written notice to the other if: (i) the other ceases to carry on its business, or otherwise terminates its business operations, except as a result of a permitted assignment of this Agreement; or (ii) the other becomes insolvent, admits in writing its inability to pay debts as they mature, or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within sixty (60) days).

b.3. Partner Cancellation. Partner may terminate this Agreement at any time and for any reason by providing ConvertAble with at least thirty (30) days written notice of Partner’s intention to terminate the Agreement. During the final thirty (30) days of the Agreement, Partner shall continue to receive any Partner Commission or other benefits owed, and shall have the right to continue to refer Customers through the end of the thirty (30) day notice period. All benefits, including Partner Commissions, shall cease immediately upon termination. Notwithstanding, ConvertAble shall pay one Partner Commission for each qualifying Customer referred during Partner’s final thirty (30) days, within ninety (90) days of the Agreement’s termination date, per section 5.3.1.

b.4. ConvertAble Cancellation. ConvertAble may terminate this Agreement at any time and for any reason, including but not limited to, cancelling this Partner program, by providing thirty (30) days written notice to Partner. Partner shall receive outstanding Partner Commissions that originate from Customer Subscriptions entered into prior to receiving the termination notice, and during the final thirty (30) days of the Agreement, but otherwise ConvertAble will have no liability related to such termination. Partner agrees to follow all instructions that may be provided in any termination notice. All benefits, including Partner Commissions, shall cease immediately upon termination. Notwithstanding, ConvertAble shall pay one Partner Commission for each qualifying Customer referred during Partner’s final thirty (30) days, within ninety (90) days of the Agreement’s termination date, per section 5.3.1.

c. Effect of Termination or Expiration.

c.1. Return of Materials. Upon termination or expiration of this Agreement, Partner will immediately return, or (at ConvertAble’s request) destroy, all Company Marketing Materials and Confidential Information in its possession or control, and, upon ConvertAble’s request, an officer of Partner will certify to ConvertAble in writing that Partner has done so. ConvertAble will pay all outstanding amounts owed to Partner within ninety (90) days of Agreement termination or expiration.

c.2. Survival. The terms and conditions of Sections 1 (Definitions), 2.1.5 (Reservation of Rights), 2.1.6 (No Modifications), 2.2 (Ownership), 4.4 (No Expenses; Taxes), 5 (Term and Termination), 6 (Confidentiality), 7 (Warranties), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Miscellaneous), and any right of action for breach of this Agreement that may have arisen prior to termination or expiration, shall survive any termination or expiration of this Agreement.

6. Confidentiality.

a. Definition of Confidential Information. For this Agreement, “Confidential Information” means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a Disclosing Party. A party receiving information is a Receiving Party. Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its Affiliates, whether marked or otherwise labelled as confidential. The term “Partner” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with either party.

b. Restrictions on Use and Disclosure. The Receiving Party shall keep all Confidential Information received from the Disclosing Party strictly confidential during the Term and for a period of two (2) years after the expiration or termination of this Agreement. Receiving Party shall preserve and protect Confidential Information from disclosure by exercising the same degree of care that it exercises to preserve and protect its own Confidential Information, but in no case less than reasonable care. The Receiving Party shall not disclose any of the Confidential Information to any Person unless written permission is granted by the Disclosing Party, except that the Receiving Party may provide access to the Confidential Information to those of its directors, officers, employees, and professional advisors who need such access for the purposes of this Agreement, provided the Receiving Party uses its best commercial efforts to ensure that all such persons adhere to the terms of this Agreement. Neither party shall use, sell, license, lease, or otherwise allow third parties to use the Confidential Information of the other party, in any way, for its own or any third party’s benefit.

c. Exclusions. Notwithstanding the provisions of Section 6.1, Confidential Information shall not include any information that, as established by competent evidence: (a) is publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party; (b) Receiving Party knew prior to the disclosure thereof; (c) was independently developed by Receiving Party without benefit of, use of, or reference to, Disclosing Party’s Confidential Information; or (d) is required to be disclosed by a court or tribunal of competent jurisdiction; provided, however, that Receiving Party promptly inform Disclosing Party of such obligation in writing so that, to the extent practicable, Disclosing Party may obtain a protective order or other similar remedy.

d. Survival. The obligations of confidentiality set forth in Section 6 shall continue in full force and effect until each party supplies the other party with the last item of Confidential Information and for five (5) years thereafter; provided, however, that as to any Confidential Information that constitutes a “trade secret” under applicable law, the obligations of confidentiality contained herein shall continue for so long as permitted under applicable law.

e. Breach of Confidentiality. If the provisions of Section 6 are breached, each party acknowledges that the other will suffer irreparable harm and that monetary damages will be an insufficient remedy. Consequently, the injured party shall be entitled to seek injunctive relief or other similar action. The remedy hereunder shall not preclude any other remedies available, at law or at equity, to the injured party.

f. Publicity. Neither party shall publicly disclose the contents of this Agreement without the prior written consent of the other party, unless required by law.

7. Warranties.

a. Mutual Representations and Warranties. Each party represents and warrants that: (i) it has the full corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder; (ii) when executed and delivered, this Agreement will constitute a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (iii) it will comply with all applicable laws, regulations, and orders of any governmental authority of competent jurisdiction in its performance of this Agreement.

b. Partner Representations and Warranties. Partner warrants to ConvertAble that: (i)Partner has all consents, permissions, or licenses necessary to perform its obligations under this Agreement, and (ii) Partner shall make no representations or warranties with respect to the Services except as expressly permitted in this Agreement and ConvertAble’s Terms of Service, and shall not alter or enlarge such representations or warranties.

c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

8. Indemnification.

a. ConvertAble Indemnity. ConvertAble hereby agrees to defend, indemnify, and hold harmless Partner and its officers, directors, shareholders, employees, and consultants (collectively, the “Partner Indemnified Parties”) from any and all damages finally awarded by a court of competent jurisdiction without appeal or settlement amount that may be incurred by Partner Indemnified Parties as a result of any third party claim that ConvertAble’s intellectual property as used in accordance with the terms of this Agreement violated the intellectual property rights of said third party, provided that (i) Partner notifies ConvertAble promptly in writing of the claim; (ii) the violation is not due to Partner’s misuse of the Services, failure to implement, or properly implement, a solution provided by ConvertAble, or combining of the Services with other products, services, or technologies; (iii) ConvertAble has sole control of the defense and all related settlement negotiations; (iv) Partner provides ConvertAble with all reasonable assistance, information, and authority to defend and/or settle the claim; and (v) Partner has not breached any term of the Agreement. Notwithstanding the foregoing, Partner may participate in the defense and any settlement discussions, and will have the right to approve any settlement agreement purporting to bind Partner.

b. Partner Indemnity. Partner hereby agrees to indemnify, defend, and hold harmless ConvertAble and its officers, directors, shareholders, employees, and consultants (collectively, the “ConvertAble Indemnified Parties”) from any and all liability, loss, damages, costs, and fees (including, without limitation, attorneys’ fees) that may be incurred by ConvertAble Indemnified Parties as a result of any claim arising from or related to (i) Partner’s breach of any of its representations, warranties, or covenants set forth in this Agreement; (ii) Partner’s negligence or willful misconduct; or (iii) Partner’s violation of any third party Intellectual Property Right. ConvertAble may participate in the defense and any settlement discussions, and will have the right to approve any settlement agreement purporting to bind ConvertAble.

c. THE FOREGOING SETS FORTH EACH PARTY’S EXCLUSIVE OBLIGATION WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND.

9. Limitation of Liability.

NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF SECTIONS 2 OR 6.

10. Miscellaneous.

a. Relationship of Parties. The parties hereto expressly understand and agree that each party is an independent contractor under this Agreement and this Agreement will not create any relationship of agency, partnership, joint venture, or any similar relationship between the parties. Neither party, nor its agents or employees, are the representatives of the other party for any purpose, and neither party has the power or authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.

b. Assignment. Neither party may assign its rights or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may: (i) assign this Agreement to any acquirer of all or of substantially all of such party’s equity securities, assets, or business; or (ii) delegate any of its obligations hereunder to subcontractors reasonably acceptable to the other party, provided that the delegating party remains responsible for the performance of all such obligations. Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the Parties’ successors and assigns.

c. Governing Law and Venue. This Agreement will be governed by the laws of the State of Florida without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Saint Johns County, Florida, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

d. Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent such delay or failure is caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages and governmental restrictions, fires, labor disturbances, floods, epidemics, war, riot, civil insurrection, shortages of relied upon services, or intentional, reckless, or negligent acts of third parties, including unauthorized hacking on or through the Internet.

e. Notice. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing, by an authorized representative of such party, and delivered by hand, registered mail, courier, or express delivery service, or email. Notice shall be considered to have been received five (5) days after sending date if by registered mail, courier, or express delivery service, and the same day if sent by email.

f. No Implied Waivers. A party’s failure to exercise a right under this Agreement shall not constitute a waiver of such right. A party’s waiver of the other party’s breach of this Agreement shall not constitute a waiver of any such breached provision.

g. Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The Parties agree to renegotiate in good faith those invalid provisions so as to be valid, enforceable provisions that reflect as closely as possible the original intent of the Parties, and further agree to be bound by such substitute provisions.

h. Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

i. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.